Butterfly Effect
by misscanteloupe
Summary: Emma finds herself several credits short from graduating on time, and has no other choice but to take up an extra course. It wouldn't be much of an issue if she wasn't so attracted to her new professor. AU Swan Queen
1. Chapter 1

**Title: **Butterfly Effect

**Author: **misscanteloupe

**Rating: **M

**Summary: **Emma finds herself several credits short from graduating on time, and has no other choice but to take up an extra course. It wouldn't be much of an issue if she wasn't so attracted to her new professor. AU Swan Queen

**A/N: **This story's more experimental. I have a fetish for student/teacher stories and I thought, eh. Why not write one of my own? It'll be short, roughly six to seven chapters. Feel free to send in any ideas :) and possibly let me know if it's worth continuing, because I'm not quite sure where I'm heading with this

* * *

It isn't to say she's thoroughly peeved with her advisor, because – let's face it – graduating on time isn't exactly her forte anyway. It's somewhat of a miracle that she had made it this far without her foster parents' ambitions bearing down on her, domineering as they are. It's not like she had ever planned on making a life out of her impulsive, unruly habits after she left home.

Even she has to admit she could be a rebellious little shit sometimes – missing classes here and there and, on more than one occasion, talking back to the professors who would stride right through her defensive blocks. It had felt like high school all over again, except she eventually learned how to deal with the high mighty aristocrats in the real world. A little respect actually comes a long way.

Still, it's sort of inevitable that she'd have to pay the price for her past mistakes. And, _okay_, maybe Emma _is_ a little pissed. At least enough to warrant the raging headache simmering beneath her left eye.

She's peeved, and it isn't the kind of thing that could be fixed overnight with a bottle of Jack Daniel's or, hell, some cheap red wine; because she just _knows _– knows that, for one, she isn't graduating on time, which is… _okay_. And two, she's a whopping six credits away from doing so.

Why? Because she's a rebellious little shit.

And judging by the little post-it note her advisor had given her, a cocky one, too. Not that she could argue with _that_.

Emma wishes at that moment that she had grabbed her usual dose of coffee on her way over, the one that she had unwillingly skipped in favor of making it to class on time. The class that – surprise, surprise – is the gateway out of her standing as an undergraduate.

Maybe thoroughly peeved is an accurate expression after all.

She has taken a seat in the far left corner, in a shady looking chair that might collapse if she weighs a few extra pounds. But the window holds a nice view of the campus quad. And god forbid she have nothing interesting to look at.

A few feet away, a girl named Kathryn has taken the vacant seat beside her. Her small, pale face is perched low into the table, blonde curls falling over her shoulders as she quickly skims through an open textbook in front of her. Kathryn's a year behind Emma, and thankfully shares no other interests except for the occasional drink down at the Rabbit Hole on Friday nights. She could be a bit over the top when it came to friendliness, and frankly it makes Emma uncomfortable.

"Did you forget your book or something?" Kathryn asks as she catches Emma's eye, jarring her out of her reverie. "We can share mine."

Her lips curve into a warm smile, one that emitted just the right amount of cordiality that _almost _makes Emma grimace in return. At long last she's too resigned to care.

Emma forces a smile. "No thanks, Kathryn. I think I'm good."

"You sure? I don't mind. Mary Margaret told me you were struggling with your loans."

Emma wants to laugh. If anything she really wants a drink right now and drown in it and forget she's even in here. And maybe laugh a little then, too. But she figures laughing would give Kathryn the wrong impression – or rather the _right _one given how annoyingly naïve she could be. Either way she isn't one for hurting other people's feelings, naïve or not.

Emma sighs and presses her palms into her tightly-shut eyelids. "I'll pass. I've had Whale before, you know. He's not so bad."

The blank look she receives in turn makes her reconsider her words. "Dr. Whale retired last semester, Emma," Kathryn reminds her slowly.

Emma matches the blank look, her forehead creased as she insists, "You're lying."

"I – I'm pretty sure I'm –"

"Then who's his replacement?"

Suddenly the room quiets, along with Emma's thoughts on the matter once they're answered. The door to the classroom opens, revealing a woman as she sweeps in with the sort of grace that could put a cat to shame. It's weirdly… goddess-like, Emma notices, which is the first thing. The second is a tossup between the way her perfectly coiffed dark hair bounces above the woman's shoulders, and the sinfully tempting gray dress adorning her figure. Her heels clank sharply against hardwood floors before halting midstride.

Emma feels her eyes stray briefly, and, realizing what she's doing, snaps her gaze away with an embarrassing case of dry mouth.

"Professor Regina Mills," Kathryn whispers beside her, which Emma barely has the will to pay attention to as she nervously latches onto whatever moisture she has left in her mouth. "Head of the Communications Department. You might know her as the Evil Queen."

This time Emma can't hold back the choked laughter, because _of course_ her situation couldn't get any more botched up than it already is. She's essentially leaking with her own misery and whatever greater force out there can't save her the time of day.

The noise catches the attention of several heads around her, including the pointed gaze of the _Evil Queen _lady from the front.

"Problem?" comes the husk reply, and it takes Emma a second longer than it should've to realize the question was directed at her.

Next to her, she feels Kathryn tense, and it's such a shame that Emma can only mimic the movement for entirely different reasons. The voice is deep and throaty and she really just wants to kill herself.

Knowing what always occurs when the situation warps itself around her defensive nature, Emma shudders and gives a polite shake of her head.

And just like that, the moment is gone.

"Good," Professor Mills continues in a clipped tone, swerving her eyes from one side of the room to the other. Emma could swear they wavered over her for the briefest second. "As you are all aware by now, Doctor Whale is no longer an instructor at this school. He has retired and wishes you all the best. I will be his replacement until further notice."

Red lips curve into a smile, the kind that is remarkably similar to a politician's smirk which, again, Emma finds weirdly appealing. Like, the kind of appealing she really shouldn't find appealing.

"My name is Professor Mills. And welcome to Elements of Debate," she says simply, swaying her gaze across the room once more. "Any questions?"

This time Emma is _sure _it lingered over her longer than necessary, because literally the next second one of those nerve-racking smiles is flashed in her direction – er…. Or rather, _somewhere _in her direction. But it's that smile that snaps something in Emma; right in the pit of her stomach in a hard stab of… _chills_.

God. She's so screwed.

"Very well. If you could all turn to page 17 in your textbook, we will begin with a basic overview. Afterwards we will discuss the syllabus –"

"You okay? You look kind of flushed," Kathryn mutters from the side. She slides her textbook over with large, concerned eyes.

Emma bobs her head in an absentminded nod. "Yeah. It's just uh… warm in here."

Ahead, Professor Mills has already begun lecturing, ducking her head low as she reads the contents of the textbook in a low, sultry voice. It's beyond aggravating and makes the room all the more stifling.

It isn't until the end of class for Emma to realize she doesn't need a window to look at after all.

* * *

When Emma had made a pact her freshman year to steer clear of the instructors who set her on edge, that included the hot ones. Granted, she'd be hard pressed to find anyone who isn't old or causes her stomach to churn in remembrance of her parents.

The pact is quickly being thrown out the window as she stands before the door to the office, nervously fastening her gaze onto the lettering inscribed over the golden plate.

_Regina Mills._

Jesus, if there's ever a time to sink into her bed and fall into a coma, now would be it.

But part of her job as the undergrad requires signatures that are deemed somewhat of importance if it has the attendance office on her ass about it. She needs the approval from all of her teachers.

All of them.

And that includes Miss Fuck-me-heels.

Emma squeezes her eyes shut, willing herself to back away from the door and call it a day. But it's late afternoon, she'd missed lunch, and the last thing she needs is a sleepless night wondering _what if_. So, before she could lose her nerve, she raises a fist and raps hesitantly against the door.

There's some rustling inside, which means she isn't too late, followed by silence as Emma waits. And waits; maybe a little too long if her impatience is riding in.

Finally she hears the faint demand filter in through the door.

"Enter."

Her hand trembles slightly as she pushes against the handle, forcing the door to pry apart, and sweeps her nerves away with a painfully calm façade. It's instantly shattered upon seeing the second figure standing awkwardly from the left wall.

Emma's forehead creases. "Graham?"

Graham is one of the campus officers that Emma became acquainted with back in her second year, when sneaking into a dorm room at three in the morning isn't quite easy when you're plastered. He isn't much older than her, really. They had spoken frequently over the year, sometimes even joining her for a game of darts during his free time. But those chats dwindled as Emma earned enough to room in an apartment, returning to campus grounds decidedly less than when she had lived on them.

"Emma," he greets with a grin, wide and open and… anxious? Definitely anxious. Emma's surprised he hasn't drilled holes through his pockets from the way his hands seem to dig into the fabric.

"Thank you for your time, Officer Humbert," a voice intercedes from the side, reminding Emma what she's doing here in the first place. "You may go now."

Before Emma can utter another word, Graham adheres with a swift nod, and barely offers a glance as he passes by her in a stride of fidgety movements and stiff joints. The door closes behind him, leaving a trail of unbearable silence.

"Can I help you?"

Any intention of keeping her features carefully neutral vanishes as she startles and whips her head to meet Professor Mills' sharp gaze. The intense scrutiny Emma's under causes her to fidget nervously without a response.

A delicate eyebrow quirks up. "Well?"

It's the annoyance in the word that jerks Emma out of whatever panic driven trance she's in. She clenches her jaw and wills herself to take the extra steps until she's close enough to the desk to slide the paper over. Up close, she manages to get a better look at certain details in the woman's face that can't be seen from the back of a classroom; eye color, lip shade. There's a thin scar just above her lip that Emma can't help but stare at. Somehow it suits her.

Overall she looks so… young.

She looks up in time to know she's been staring for too long, if the amused smirk is anything to go by.

Emma stiffens and tries to ignore the heat swelling over her cheeks. "My uh… graduation papers. It needs your signature."

Her dark gaze doesn't even flicker as she regards Emma with a curious look. "And you are?"

"Emma," she replies, clearing her throat. "Emma Swan. I'm in your debate –"

"Yes, I'm well aware which course you are in, Miss Swan," Professor Mills interjects, stretching out the use of her last name in a husk. "It's hard to forget the girl who found it prudent enough to disrupt my class."

_Oh_.

Well, at least she has some insight on the woman before Emma's body is tossed in a dumpster somewhere.

"I – right. Sorry about that," Emma offers in a hasty apology. "My… _friend _just mentioned something funny. It won't happen again –"

"And what, pray tell," Professor Mills begins with a measure of condescension in her tone that makes Emma's back go rigid, "could she possibly have said that you would find so 'funny'?"

Emma can feel her cheeks tinge red again, this time in a level of anger and more than a little embarrassment. She needs to stay calm. She's already beginning to recognize the signs of a student-teacher relationship gone wrong, as it typically did during her earlier years. She has the tendency of rushing head-first into a challenge that would ultimately leave her with a bad start to the semester and a trip to the dean's office.

Biting back a sigh, she shrugs feebly and answers, "Something about your nickname being the Evil Queen."

"And I suppose you find that amusing?" Professor Mills curtly inquires, with a briskness in her tone that suggests she isn't at all surprised by the response. In fact, aside from the stern features that appear to be permanently etched over her face, she remains completely undeterred.

Emma's fingers twitch against her sides, prompting her to coil them into fists. "No, ma'am," she grits out. "I don't."

"That's what I thought," the older woman states with an air of satisfaction. She leans back into her seat, jutting her chin upward when she picks up a pen and quickly scribbles over the given paper. Her next words are flat and impartial as she hands Emma back the signed forms.

"Do see yourself out, dear. I'm afraid I have other matters to attend to."

Dismissal.

It rings clearer in the detached tone than it does in the wording, and it offends Emma more than she thinks possible. Rolling her eyes, she quickly takes the hint and stalks back to the door, lingering outside the open doorway briefly as she considers her next response.

"The name suits you, you know," Emma offers starkly, gaining no small amount of pleasure when dark eyes snap up in surprise. "Maybe if you ever get that stick out of your ass people will start calling you Snow White."

And with that, she closes the door with an audible snap.

_Bitch._

* * *

It doesn't take much longer afterward for Emma to regret her actions. Considering she's already up there on the school's shit list for her backtalk, she doesn't exactly have an excuse this time, except that her emotions are raging high and her new communications professor is a complete she-devil.

Who also happens to be incredibly hot.

Not that _that _matters. The last thing she needs is a crush on some lady who manages to get under her skin.

_Once_, Emma tells herself. She was just caught off guard; that's all. She sure as hell isn't going to let it happen again, not when she has her forms turned in and there is no other reason to confront the woman outside of class. She would simply sit in the back row and avoid eye contact, and maybe after a few weeks the whole situation will slink away into a bad memory.

And if Professor – _Regina_, she decides instead. She isn't about to give the lady the satisfaction of Emma's respect – wants to give her hell about it, well, she could always transfer, right?

"You're doing it again," Ruby observes from the side, pulling her from her thoughts.

It's midafternoon the next day when Ruby invited her out to the quad, or dragged her out, rather, as Emma isn't aware of partaking in the decision when she'd repeatedly said no. But her next class doesn't start for another hour, and she has to admit it's a nice day outside for a picnic.

Emma contemplates ignoring the statement altogether, taking a sip from her bottle of water before she gives in to curiosity. "Doing what?"

"Thinking," Ruby answers, as though it were obvious. "You've been doing that all morning. What is it this time?"

"What? Is it suddenly a crime to think?"

"It is when you haven't heard a single word I've said for the last ten minutes," Ruby declares with a pout, but the worried crease around her brow tells Emma otherwise. "Em? Seriously, what's wrong? Is it the money thing? 'Cause I'm sure MM'll understand if you can't make the rent –"

"No, _jesus_, why does everyone think my problems always revolve around money?" Emma retorts sharply. "I know how to hold my own, you know."

"I just meant –" Ruby begins, though it's a statement left unfinished as Emma finds herself unwillingly staring across the quad, eyes narrowing in on a familiar figure crossing through the campus's Liberal Arts building. The figure stops shortly after to speak with a man Emma vaguely recognizes as one of the school's counselors.

"Em?"

Squelching down the sudden chill in her spine, Emma turns to meet Ruby's watchful gaze before abruptly asking, "What do you know about Regina Mills?"

_That _definitely catches the redhead's attention, and all too soon she's leaning forward, flicking her eyes towards the source of Emma's gaze. "You mean Professor Mills?" She smiles a knowing smile. "The hot one talking to Doctor Hopper?"

Emma swerves her gaze to the woman in question, catching a glimpse of dark hair and five inch stilettos before scowling.

"Sure," she deadpans. "Though I wouldn't say she's hot –"

"Oh please. Even if you aren't into chicks, you have to admit she's gorgeous," Ruby points out, considering Emma's expression thoughtfully. "And judging by your face, you're totally into her."

"What?" Emma bristles, incidentally letting out a nervous chuckle. "Christ, Rubes. You couldn't be more wrong."

"Or I'm right and you're going straight for denial," Ruby offers with a wolfish grin. "How long have I known you again?"

"Apparently not long enough," Emma shoots back. "She's _mean_. Like, stuck up, royal bitchiness mean. Why would I be into _that_?"

"You tell me." Ruby shrugs. "She's been here for three years, from what I know. Honestly I'm surprised you hadn't mentioned her sooner. She seems like your type."

At Emma's defensive glare, Ruby raises her palm. "After Neal, you can't tell me you don't sway for the bad boys."

"Bay boy? Seriously?" Emma counters, exasperated. "She's not even a _boy _–"

"Right. She's _mean_."

Emma huffs out a breath, something sharp and heavy settling in the pit of her stomach as she makes to stand. "I'm not listening to this."

"Woah, Em. Come on. I'm just kidding," Ruby quickly defends, clasping the blonde's wrist before adding, "I'll stop. I promise."

Leveling the other girl with a wary glare, Emma responds to Ruby's assurance with another huff as she takes her seat back on the ground, ignoring the searching brown eyes altogether.

"Her mom used to be a part of the school board years back," Ruby continues tentatively, severing the silence. "That's all I've heard. And… maybe a few rumors that spread around the soccer team last year."

At that, Emma lifts her chin, pinning her with a lopsided gaze. "What kind of rumors?"

"The bad kind. You know how they are," Ruby answers with a flippant wave of her hand, though the uncertain glint in her eyes says differently. "Apparently she had a thing with one of her students. It was never proven, though. I wouldn't read too much into it."

"I wasn't going to." Lie. The curiosity's killing her.

"Good." Ruby seems satisfied by that answer, and managed a complete turnaround as though the conversation never happened which, honestly, Emma's grateful for. But she had stopped listening to the excited chatter about a girl's night out, or something or another, long before she even realizes Ruby's talking again.

Against her better judgment, Emma's eyes sway over to the building across the quad, where she can still make out Professor Mills' form chatting amicably with Doctor Hopper. It's a strange visual, remembering their less than stellar confrontation the day before, only to watch the same scornful woman throw her head back and laugh.

Suddenly, as if sensing her stare, dark eyes shift and connect with hers from the distance, causing Emma to veer back slightly in surprise. She half expects to be brusquely ignored, maybe even given a disdainful glare simply for existing, and then realize she's imagining things and the look isn't being directed at her after all.

But those eyes continue to linger too long to be considered an accident, and if Emma looks hard enough, she can faintly distinguish the outline of a smirk curving around red lips.

Emma immediately feels the heat prickle beneath her skin, her stomach jolting as she jerks around as though she's been scorched. Hastily packing her things up, she springs up from the ground and barely has the decency to offer Ruby an excuse.

"Sorry. Late for class."

"But you still have twenty –"

The words are cut off as she stalks swiftly across the courtyard, heading in the opposite direction of her next class. It isn't until she's on the other side of the campus, five minutes late and heart burning in her chest from the pseudo run, that she realizes she's still suffering the enduring effects of her stomach cramping.

Except it feels like she might've swallowed her heart instead and could throw it up any minute now.

It isn't possible for someone to have this much of an effect on her. It just isn't.

Even back when she was dating Neal, the closest she'd ever gotten to being this bothered was their first time together; back in her Freshman year when a quickie in the backseat of her car was one of the more exciting aspects of their relationship.

Then again, the situation differs. Neal isn't her professor, or a woman for that matter, and she can't recall her nerves being set ablaze with a single look.

Whatever _this_ is… it needs to end.

* * *

Emma's morning is completely thrown off the second she realizes she's running thirty minutes early; she kind of has a habit of ignoring the time when it suits her.

Still, she isn't sure what to expect when she strolls into class, dread settling in the pit of her stomach. But it definitely isn't to the sight of Professor Mills sitting at her desk, head bowed while she scribbles intensively over her paperwork.

Emma falters, slowly regaining the use of her limbs again as she ducks her chin and makes her way to the back of the room.

_For the love of God, don't notice me._

The thought is futile though, because as soon as she crosses the second set of stairs, a voice startles her out of her musings.

"Miss Swan."

Emma clenches her eyes shut, stopping short in her movements, and she knows by the shift in the air that she needs to prepare herself for the inevitable backlash that would ensue. Hesitantly, she whirls on her feet and turns around.

But Regina isn't paying her any mind. In fact, she focuses solely on her paperwork as though her only intention is to have Emma stand there awkwardly for God knows how long.

Finally she lifts her pen, gesturing to the table in front of her. Her eyes never leave the desk.

"You will sit here for the remainder of the semester."

And… that's it. There's no hidden insult in her words, no indication that might suggest she remembers Emma's latest offense. Instead her demeanor remains so painfully stoic, Emma wants nothing more than to chuck her books at that stupid, perfect face and run.

She grits her teeth as she considers her options. If she ignores the demand and sits in her previous seat, well… that wouldn't do well with her plan to wait out the next few months obscured and unnoticed.

But if she willingly complies, there wouldn't be a plan to begin with; not when she's being forced to retain a seat in the front, where every word, every move she makes would be accounted for. Not to mention whatever shred of dignity she still preserves is being dangled before her very eyes.

Swallowing the lump in her throat, she goes for the lesser of two evils and cautiously makes her way to the sturdier looking desk towards the front, conveniently placed across the professor's own stoic, scribbling form.

Emma slumps into her chair with a silent sigh. She's starting to think she'd have had a better chance of surviving if she had just stuck to staring out the window.

The silence that engulfs the next several minutes is heavy and more than a little uncomfortable. Emma is already having a hard time keeping her eyes trained to her desk, but the soft scratch of pen against paper is driving her insane.

Chancing a glance at the clock up ahead, her gaze seems to waver carelessly in the opposite direction, and before she knows it, she's watching Regina beneath hooded eyelids.

The desire to snatch her eyes away itch at her like nothing else. Somehow it's an urge best suited in situations where Emma's resolve isn't ridiculously weak, because without preamble, she finds herself very fascinated by the brunette's concentrated features; an eyebrow would hitch up every once and a while, while red, plump lips would part in silent wording before clamping into a thin line.

"Enjoying yourself, Miss Swan?"

Emma snaps her head back in time to find Regina studying her, one brow arched upward in a sort of condescending fashion, except it's the tense muscles around the corner of her lips that Emma deliberately acknowledges.

The look is almost… smug.

Emma just knows she's blushing, but settles for a grim frown that accurately depicts the rest of her bodily actions. Her insides are churning.

"No, ma'am." The words are clipped. Practiced, and it takes every bit of Emma's willpower not to huff them out like some angry teenager.

The answering look she receives makes it obvious Professor Mills doesn't believe her either.

"Really? No cheeky remark?" Regina drawls, her voice low and taunting. "Consider this a lesson then, dear. You realize I could have easily reported you."

Emma sucks in a deep breath, mind momentarily blackened by curiosity than anything else. "Why didn't you?"

"Let's just say I prefer handling issues my own way," she answers in that cryptic nature of hers. "However, if you think that gives you a right to disrespect me a second time –"

"I won't," Emma assures firmly, and strangely enough feels less like an insect waiting to be trampled on, and more like a student being properly rebuked. She can't tell which one's worst. "It won't happen again."

"See that it doesn't," Regina declares with her usual air of authority, but she seems slightly less intimidating now (or maybe more so) as she focuses entirely on Emma, measuring her. "Tell me, dear," she begins again, placing the pen she hadn't let go of for the last ten minutes back on her desk. "What is it that you're majoring in?"

Emma swallows the lump that's permanently lodged in her throat before answering, "Law enforcement."

"A far cry from the mechanics of debate, don't you think?"

"I needed another elective," Emma responds casually, the '_I don't want to be here' _going unsaid. "I can't graduate unless I make up the final credits."

"I take it you're a senior then?" Regina inquires, and at Emma's wary nod, adds, "And what do you plan on doing after you graduate?"

Emma blinks, her casual demeanor slowly slipping into a distrustful frown. "Not to be rude, Professor Mills," she states, hedging carefully. "But why do you care?"

"From what I gather, Miss Swan, your brash attitude has gotten you a long way," Regina remarks instead. "Not many people have the gall to insult me right in my face."

Emma feels her face flush once more. "Yeah, well…"

"I ask because you seem like a smart girl, despite your… faults. Believe it or not, part of my job as an instructor is making sure none of my students do anything potentially stupid," she explains bluntly, and Emma furrows her brows as she realizes there has to be a subtle jab in there somewhere. "Though I must say, I certainly wouldn't have pegged you for the police type."

"Because I reek of juvenile delinquency?" Emma offers dryly.

Regina leans forward before catching Emma's eyes from across the desk. "Because cops are useless pigs, dear," she corrects her, and to Emma's shock, accentuates the words with a small, slightly amused smile that's different from the others. It's not sly or condescending, but… pretty. And it sends her stomach plunging into a pit of butterflies.

"Right," Emma agrees hoarsely, straining to keep her voice steady despite the massive lump wedged in her throat. "Good thing I'm not one of them."

Another long uncomfortable silence has Emma under Professor Mills' scrutiny, where the lack of response forces her to meet the brunette's gaze dead on, and Emma dreads the pensive, calculating look she receives in return. It's almost like Regina _knows _what she's thinking, which is impossible, because even _Emma _doesn't really know. Or at least, doesn't _want _to know. But gone is the genuine smile that had Emma's knees wobbling in their place. She's almost glad when the smirk returns and a sense of normalcy is reestablished.

"I hope you had the sense to bring your textbook, Miss Swan," Regina says in her typical snooty way, leveling Emma with one final look before turning back to her desk. "It's especially grating when students come to my class unprepared."

Emma sags in her seat, and for once doesn't pursue a death sentence with backtalk or another bold remark. In fact, she can't help but feel anything _but _irked by the superior edge brimming in the woman's tone, even as the room begins to fill and Emma's left with this awkward strain in her chest and a horrifying realization.

_It's just a crush_, she thinks, struggling to keep the sheer magnitude of Ruby's words from probing her thoughts. It's not like she can't shake off the image of Professor Mills' almost-smile burning in the back of her skull, or the uncomfortable flutter churning deep in her stomach.

It wouldn't be the first time she's grown an attraction for someone completely off limits, and it probably won't be the last. She just needs to keep a low profile; switch classes if she has to. She'll get over it eventually.

_Just a crush_, Emma repeats inwardly, but the words sound empty and doubtful even in her own mind. _That's all._


	2. Chapter 2

**Title: **Butterfly Effect

**Author: **misscanteloupe

**Rating: **M

**Summary: **Emma finds herself several credits short from graduating on time, and has no other choice but to take up an extra course. It wouldn't be much of an issue if she wasn't so attracted to her new professor. AU Swan Queen

**A/N: **I'm very sorry it took this long to update. I got stuck on one particular scene and this entire chapter just came out much longer than I anticipated. I didn't know where to stop and so I ended it where I had originally planned, which sort of sets up for a bit more drama. But it'll get there. Meh

Thanks to everyone who's reviewed so far :) It's greatly appreciated. Also, if you haven't already gotten caught up in the ship wars on tumblr (and god, lucky you, it's a complete clusterfuck) you should probably vote for Swan Queen over on zimbio if you haven't already. Just saying haha

You can find the link by googling 'Zimbio March Madness 2014'

I haven't read this over yet, so there will probably be mistakes. Sorry.

* * *

Emma has a half a mind to charge into the Registrar's office and demand a schedule change.

But then again, it's not an easy task to accomplish when dropping classes is the common 'go-to' during the first week of the semester, and she can't remember a time when the school's computer system hadn't shut down as a result. That, and she's a little too lazy to figure it all out when her mind's muddled with thoughts of her debate class.

And consequently, Professor Mills.

Emma wishes she could say any preconceived notions she's had of her evil professor are just that: preconceived. She had let Ruby's words and the idea of a slight attraction mold into something bigger and outrageous, and just plain out stupid. And even now as it invades her mind, it feels more like a parasite than anything else, clawing at her brain with frequent thoughts of pencil skirts and lip scars and –

_Jesus_. Can she get any more pathetic?

Emma's answering scowl encroaches over her face as she unlocks the door to her apartment. It's just past seven on a Friday night, and she can barely walk when her limbs are so sore and she's practically wobbling on dead feet. In her defense, she'd been running back and forth across campus the entire day.

_Also _in her defense… it's been a shit first week.

She can already feel the anticipation for a nice, stiff drink prickling at her nerves. Once inside, she places her bag by the doorway and shuffles into the kitchen, where she could hear the faint shrill of her roommate's voice blare in from her room.

"Emma, is that you?" Mary Margaret calls, and Emma simply grunts in return before scouring the cabinets.

Mary Margaret appears at the entrance seconds later, regarding the blonde with a puzzled crease over her brow as Emma continues to search the kitchen and completely ignores anything that doesn't resemble a Jack Daniel's-shaped glass bottle. Comprehension then dawns on Emma when she turns around and finds her roommate holding said bottle in her hand, grim look in place.

"Looking for this?" she prompts in all seriousness, and doesn't bat a lash when Emma pins her with a death glare.

"MM," Emma begins with a sigh, sweeping a hand for the bottle before it's concealed from her view. "Don't start."

"I'm not starting anything," Mary Margaret responds sternly. "_You_ promised you'd cut back on the drinking. Really, Emma?"

"This _is _me cutting back. I haven't had a drink since you and Rubes _forced _me out of the house to 'meet people.' Remember that?" Emma grits out, her patience running low and deep as she holds her palm out in expectance and says, "Now, can I have that back, please?"

Mary Margaret's mimicking glare is weak and looks more like an upset puppy's, but it's the angriest Emma had seen her in a while, and she can't help the guilty pang in her gut when the bottle is shoved into her hands.

"Thank you," Emma murmurs, even though she doesn't feel very grateful at all. Wary eyes are still drilling holes into her face as she clumsily balances the bottle underneath her arm and tries to brush past her roommate without a second glance.

The attempt is futile, of course. Mary Margaret's nothing if not persistent.

"Emma," she repeats in that tone she only ever uses when they're about to have a serious conversation. Emma dreads it for many reasons, mostly because she can never hold one without feeling the confliction bearing down on her chest. She isn't the type to speak on serious terms, and definitely not one to have a heart to heart.

Maybe that's why she and Mary Margaret had always gotten along. While her roommate's a firm believer in happy endings, she's also conscious of Emma's need for space when the time calls for it.

Except now, apparently.

A hand encircles Emma's wrist as she drops her guise and reluctantly peers up into Mary Margaret's concerned eyes. "You know you can come talk to me about anything, right?"

Emma bites her tongue and follows with, "I appreciate it, but… there's nothing to talk about."

"Somehow I don't believe you," she declares gently, but her lip twitches upward momentarily before she shakes it off. "You've just been… withdrawn this whole week. At first I thought it was the whole graduation thing, but I _know _you. You would've gotten over it by now. So now I'm starting to think it's something else."

"It's nothing," Emma affirms briskly, tugging her wrist from her roommate's grip. "Seriously, MM. I've just been stressed lately. That's it."

Mary Margaret doesn't look at all convinced, but the annoyance must've been plain as day on Emma's face as she nodded somewhat wistfully and stated, "Fine then. If you say so." She bobs her head once more as though to assure herself. "I mean it, though, Em. Whatever it is… I'm here if you want to talk."

"Will do," Emma lies. Because as much as she loves her friend, Mary Margaret has never been prone to keeping secrets.

Satisfied by that, Mary Margaret's gaze flickers to the bottle tucked underneath Emma's arm before pinning her with a hopeful look. "Do you want to come with us? David and I are heading to the new Italian restaurant that opened downtown."

Emma's nose scrunches up. "Go with you on a _date_?"

"Well… no," the brunette hastily declines, her cheeks garnering a pinkish hue. "I just meant –"

"I know what you meant," Emma insists cheekily. "Thanks for the offer, but I think I'm staying in tonight. Gotta work on –" Her mind deceptively conjures up an image of Regina before she can squelch it down. "Debate paper."

If Mary Margaret notices the furious blush staining her face – because, really, who _wouldn't_ – she doesn't say anything. Emma takes her Jack Daniel's to her room, where she promptly gulps down a mouthful or two (or three) before she settles in for the night. She showers quickly and puts in her best effort to concentrate solely on the assignments she'd been given, namely her debate analysis, which is… dull. And she can't quite concentrate when her head is spinning and Professor Mills' handwriting is scrawled all over her last assignment in bright red ink.

Does she always curve her a's like that?

Groaning, Emma tosses the paper aside before taking another swig from the bottle.

She's definitely going to need another of these if she's going to last through the night.

* * *

Emma spends her Saturday working the night shift at Granny's to make up for the days she's missed since school started back up, and Sunday morning to help ease the breakfast crowd because… well, rent's due in a few days time, and she'll be damned if she has to be spotted another month when she already has enough on her plate. She was never one to owe people favors, especially when it comes to money, and it's for this reason that she finds herself working well past lunch hour to pick up the spare tips.

By two o' clock, the place has emptied enough for her to take a much needed break before the next rush, though Emma has the feeling she'll be long gone by then if she has any say in it.

"Not so easy, is it?" Ruby chimes in, wearing a smug grin on her face as she passes by with a tray of plates. "What was that about waitressing being a piece of cake?"

Emma groans into her hands, barely summoning the energy to glare up at her as she provides a muffled response from behind her fingers. "What do you want me to say? You were _right_?"

"It'd be a start."

"Alright then. How about this? I don't see how you can even _stand _it," Emma grunts, and tosses Ruby a disgruntled frown when the girl simply laughs. "I should've stayed at the bookstore. At least there I was making more than twenty dollars a shift."

"Sundays are slow, Em," Ruby tries to console. "You know that."

"That doesn't give anyone the excuse to leave a forty-six cent tip," Emma acknowledges bitterly, untangling the strings of her apron before tossing it on the table. "I appreciate you getting me this job, Rubes. But I think it's about time I start looking again."

An apologetic glance is tossed in her direction, but Emma ignores it in favor of staring sullenly at the table's surface as Ruby finishes cleaning up. She feels the brunette approaching rather than sees it, though she's still caught off guard when Ruby pulls up a chair slumps into the seat beside her.

"You can't keep it in forever, you know," Ruby tells her surely, as if Emma is supposed to know what she's talking about. "It's not healthy."

Emma cuts her a confused look. "What're you talking about?"

"This… thing you have going on," Ruby points out before gesturing towards Emma as a whole. "You can feed me whatever crap you want, Em, but I'm not stupid. We both know you're not stressing over classes."

Eyes narrowing, Emma sucks her cheeks in briefly before flatly stating, "You've been talking to Mary Margaret, haven't you?"

At least Ruby has the decency to look guilty as she admits, "Maybe." She leans forward then, gaze knowing and slightly mischievous when she says, "Can you blame us? Look, if this has anything to do with what I said about Professor Mills –"

"_Don't_."

"Everyone crushes on their teachers, Em," Ruby goes on to explain, completely ignoring Emma's look of wide-eyed horror. "I mean, seriously. What I wouldn't give to have gotten on Whale's good side when I had the chance."

"That's disgusting, Rubes," Emma remarks. "The guy's retired."

Ruby shrugs. "I can dream," she says offhandedly, but her voice holds a serious edge to it. "What I'm saying is… it's _okay_. There's nothing to be ashamed of. Hell, you can be into Gold and it'd still be okay. At least you have better taste in girls."

"That's not –" Emma starts to counter, her words falling short when she realizes there _is _no way to counter that. There's no point in lying when Ruby is already more adamant about Emma's love life than _she _is, not to mention her ability to lie is terrible enough as it is.

"It doesn't even matter," Emma firmly declares, deciding then to reveal at least a partial truth without admitting to anything. "I'm dropping the class Monday. I'll pick up an art class if I have to. It'll save me the humiliation."

"Whatever you say," Ruby hums in response, her smile indicating she doesn't believe Emma for a second. Her eyes flicker to a spot above Emma's head where, suddenly, they widen in a sort of humorous spectacle that quickly glaze over in mirth. "And speak of the devil…"

Emma's instantly overcome by suspicion, but follows Ruby line of sight to the entrance door just as it opens. The bell above jingles in time with the newcomer's arrival, her eyes landing first on the heeled boots stepping into the diner, followed by the head of perfectly coiffed hair before Emma realizes the stylish ensemble belongs to none other than Regina.

And it takes only a split second for the panic to set in.

_Shit shit shit._

"Shit," Emma murmurs in a rush, ducking below the table before she can think better of it. Her first instinct is to hide, of course, and maybe sneak off into the kitchens in the unlikely case that she isn't seen. But her feet remain planted on the ground, paralyzed even as Ruby crouches low and pins her with a wicked grin.

"You have it _bad_," she teases with a laugh, making to stand. Emma hastily lurches forward to grab her wrist.

"Cover me."

"Oh, no. This is all on you," Ruby murmurs happily, and it's clear to Emma that she's enjoying this far too much to be considered safe. "You're clocked in until three, remember? Besides, I'm on dish duty."

The grip on Ruby's wrist tightens as Emma digs her fingers further into the skin. "Ruby!" she hisses.

"Relax, Em," Ruby soothes quietly, bringing her voice to a near whisper as she peers over the table and curls her lips into another smile. "She's sitting down. Just be yourself. You got this."

"Easy for you to say," Emma grumbles.

"Just don't forget the menu."

And with that, Ruby tugs back on her arm, meeting resistance in Emma's reluctant grasp before she steps aside and strolls back into the kitchens. The silence that ensues is deafening, Emma thinks, although if she listens closely, she can hear the faintest flutter of pages turning and the occasional sigh.

Gathering her nerves, Emma sucks in a slow, haggard breath before rising from the safe confines of the floor. Her legs have a jelly-like feel to them as she all but stumbles across the diner to the booths by the doorway, where Regina's form can be seen hunched over a stack of papers. Emma barely remembers Ruby's advice as she scrambles for a menu.

"Professor Mills," Emma greets, all chirpy and hoarse and undeniably nervous. She almost breathes a sigh of relief when Regina spares her a glance, somehow managing to appear both impassive and superior.

"Miss Swan," she acknowledges with a curt nod. Emma thinks she sees the briefest flicker of surprise pass over the otherwise indifferent features, but it's gone before she can study it further. "I was under the impression that Miss Lucas was this establishment's sole waitress."

"She was," Emma concedes anxiously, shuffling her feet. "She offered me the job since school started back up. It gets busy, you know?"

"Indeed," Regina drawls, and Emma wants nothing more than to pound her head against the wall from the way it sends a shiver down her spine. The brunette cocks an eyebrow in question, presumably in reference to the now desolated diner.

"Sundays are slow," Emma offers meekly, clearing her throat. Her face is burning as she finally asks, "So… uh. What can I get for you?"

"Just a coffee will do," she responds simply and turns back to the paperwork planted on the table. "Black, if you will."

_Like your soul_.

Emma bites back the bitter remark toppling over the tip of her tongue and carefully replaces the silent words with a nod. "Coming right up."

* * *

She's all stiff limbs and nerves by the time she returns to the booth five minutes later, a mug of coffee in one and a slice of apple pie in the other, courtesy of Ruby. It had taken four of those five minutes to resist the offering, and an entire three seconds to be shoved right back into the fire again without the chance to complain.

So as she stands over the table, serving both dishes with every intention of _not _making eye contact, Emma veers back and accidently meets Regina's fierce gaze. "The pie's on the house," she murmurs awkwardly. "Ruby says it's your favorite."

"Very well. Do give Miss Lucas my thanks," Professor Mills states, and all Emma can do is nod and back away. That is, until Regina latches onto her with an expectant look and says, "Miss Swan."

If there's ever a time where hearing her name from this lady doesn't send her heart plunging to her stomach, hell would definitely be freezing over.

"You're not currently busy, are you?" Regina inquires knowingly, and Emma has no other choice but to shake her head. "Good. Have a seat."

Emma blinks, her eyes practically bulging out of their sockets. "Uh… technically I'm still on the cl –"

"I insist," Regina contends, in a tone that definitely doesn't permit argument. If the diner wasn't so completely vacant, Emma might've found a viable excuse to reject the invitation. Instead she swallows the excess saliva in her throat and plops down in the seat across.

Emma refuses to back down when they make eye contact this time, holding it for however long she can handle the spotlight as Regina sips daintily at her coffee. And the moment is just so excruciatingly awkward that Emma forces herself to break it.

"So…" she begins warily, watching the rim of the mug disappear between red tinted lips, and it's really kind of pathetic how mesmerizing the whole thing is. "Is there something you wanted to talk about?"

"Indeed there is," Regina confirms before she places the mug down. "I did explicitly state that I prefer to handle issues my own way. As you recall, dear, I have yet to issue a punishment for your actions this last week."

It takes a second to overlook the fancy wording to understand where this is going, and it's like a bucket of ice water has been dumped over her head.

"You're punishing me?" Emma asks incredulously, and if she wasn't so offended by the prospect she might've reconsidered her word choice.

The sad thing is… none of this is even all that surprising.

"You didn't think I would let it slide, did you, dear?" she announces, her smile wry and deliberate and Emma honestly can't decide whether she wants to wipe it off or smear it with a kiss. "It's entirely up to you, of course. I can very well let the school issue its own policy."

"And what exactly do your 'methods' entail?" Emma grinds out. "A twenty page paper? Public humiliation? Torture?"

"I see your impressions of me are most flattering," Regina dryly remarks. "But no, Miss Swan. I merely need help with filing."

Emma's forehead creases at that. "That's it?"

"Since Doctor Whale's departure I have been overloaded with work. So yes, dear. That would be it," she explains, rolling her eyes. "What, did you truly believe I'd have you succumb to bodily harm?"

"Actually, yeah."

Professor Mills remains unperturbed though. "How does once a week sound?" she offers instead, despite the accusation. "Until I manage to sustain the amount of paperwork that's been piling in my office."

"You make it seem like I don't have much of a choice."

"You always have a choice, dear," Regina points out, accompanied by an indiscernible expression that looks vaguely like a smile. "It's a matter of whether you make the right one."

Emma clenches her jaw. "Fine."

"Good."

She pulls her chair back just a tad as she fixes the brunette with a barely concealed scowl. "Will that be all, Professor Mills?" Emma stiffly asks, and it irks her that no matter how badly this woman manages to piss her off, it doesn't change the fact that she's still ridiculously attractive. "Or would you like to discuss the weather while we're at it?"

It's a cheap shot; definitely not one of her brightest ideas, but the searing frustration pooling in her chest seems to draw out her word vomit more than usual.

"Unless you'd like to engross me with specifics on the weather forecast," Regina says flippantly, "It's sunny outside, Miss Swan. Unlike your disposition, it would seem."

"Yeah, well, you're not all sunshine yourself," Emma fires back, pausing only to furrow her brow in confusion. "Did you just make a _joke_?"

"You sound surprised."

"No offense, professor, but you don't seem like the jolly type," Emma counters, straining to hold back a grin when one perfectly sculpted eyebrow arches up at her in retaliation. "Actually, you don't even seem like the kind of teacher who converses with students outside of class."

"That's because I'm not," Regina sniffs, with no less superiority than her typical fashion. Sipping at her coffee once more, she keeps her eyes trained on Emma as she explains, "Students are disgustingly crude, and can by no means hold an intelligent conversation long enough to provide any appeal. It's also safe to say that most of them fear me."

"Can't imagine why," Emma remarks wryly.

At that, Regina considers her for a moment, eyeing her as though Emma were a science experiment that needs resolving, and it does nothing to alleviate the permanent swell she has wedged in her throat and gathered in her lower stomach.

"No," Regina says finally. "I don't suppose you would," she continues, leaning forward in her seat until her chest is pressed smack against the table; it would take an idiot not to notice the amount of cleavage protruding from the low cut blouse she's wearing, and Emma's no idiot.

The blonde swallows heavily at the bout of arousal shooting between her thighs before shakily asking, "What's that supposed to mean?"

"It seems you're the exception to every rule," Regina elaborates, smiling in a way that has Emma believing the brunette knows _exactly _what Emma's thinking. "Are you usually this upfront with your superiors?"

"Depends," Emma mutters, rolling her shoulders back in a shrug. "I was raised in a bunch of foster homes. It's hard to respect people when they never took the time to respect me and… I mean, if it's one of life's greatest treasures, what does it all add up to if you don't have that?"

Emma almost misses it, but manages to catch the subtle shift in the mood when slightly bewildered eyes snag onto her hers from across the table. The look isn't probing or startled, much to Emma's relief, but politely curious.

"Wise words," Regina comments after a short while, the corner of her lip twitching upwards into something akin to a smile.

Emma feels her heart tug in her chest. "Thanks," she mutters, almost timidly, before she hastily adds, "I might've quoted Marilyn Monroe."

"I gathered that, dear," Regina says, red lips curling into a grander smile as she releases a hearty chuckle. "I _am _keenly familiar with her work."

It takes Emma a second to realize she had never heard the woman laugh before. Granted, it's only been a week, if that, but it's a sound she didn't know she needed until now. It's melodic in a way, husky and raw and it sends Emma's spine tingling with unwanted emotions.

And… _God_. She's just way in over her head.

So, to distract herself from the ever growing blush tinging her cheeks, she points to the apple pie sitting untouched by Regina's side and asks, "Are you gonna finish that?"

An eyebrow hikes up in response, quickly replaced by a smirk as Regina slides the plate over in a vaguely amused, "Be my guest."

Emma suppresses whatever it is she has the urge to say next, because, knowing her, she doesn't think twice about the responses that spur through her mind. And judging by this shameless attraction she's having, towards her _professor _of all people – her very _female _professor – it's probably best that she doesn't say anything at all.

"Charming as ever, I see," Regina reflects, causing Emma to pause short of taking a second bite and look up in time to find the brunette blatantly staring at her mouth. "Napkin, dear."

Emma's hand immediately flies to her mouth, where not even the frantic attempt to wipe whatever it is she has smeared over her lip can hide the sight of Regina rolling her eyes.

"Oh, _honestly_," Regina says with a huff, and then she's leaning forward, reaching across the table to swipe at the lingering crumb with the tip of her finger. "It's called proper etiquette, dear. Learn it."

She's in the process of sucking the crust off her thumb when Emma catches her eye, slightly glazed from the gesture, and has to keep her jaw from hanging when Regina freezes and just… stares at her. It's weirdly endearing, and maybe more than a little awkward if Emma can find a way to ignore her nerves being set ablaze.

"Uh…" Emma starts to say, except the bell jingles from above the doorway, signaling the midafternoon rush, and just like that the moment is gone.

Regina stiffens momentarily before resuming her air of indifference, an odd look passing over her face as she gathers her papers. "Well, I won't keep you from doing your job," she states, and reaches into her purse to take out a crisp bill before slapping it onto the table. "Class tomorrow. Don't forget the assignment."

Emma nods weakly. "Right."

"Good day, Miss Swan."

It happens so quick that Emma almost forgets to respond, but soon those high heeled boots are strolling out the door, disappearing from her vision until she's left completely dazed with nothing but the sounds of the newly arrived voices to distract her from her muddled thoughts.

Sighing, Emma reaches over to collect the plates from the table, her appetite gone now that she had managed to keep her food from rising back up. She stops once she sees the form of payment Professor Mills had left, and doesn't bother to conceal the little gasp that strings from her throat.

There, sitting beside a half-finished cup of coffee with a lipstick stain smeared around the rim, is a crumpled fifty dollar bill.

* * *

Emma sees her again before class Monday morning, which, come to think of it, most likely isn't a good thing after she had spent the entirety of the previous week thinking of ways to avoid her communications professor. But any notions of dropping the class altogether had disappeared in the span of twenty minutes, when it had dawned on her that she actually had a conversation with this woman without any extreme drawback.

And… it feels good. She can't remember the last time she's ever felt this light, this… _giddy_, and she guesses it has nothing to do with the olive branch Emma thinks they'd established between them, and probably everything to do with the wicked attraction that seems to have evolved over the course of the weekend.

It's a recipe for disaster, she knows, to give in to these feelings bubbling up inside of her. Emma isn't stupid; she's _seen _the movies, but she also knows that pursuing something without the expectation of it developing into something _more _can't hurt. It's less risky, that's for sure, and more believable when she'll be graduating by the end of summer anyway.

So when Emma turns into her favorite corner of the library and sees her professor hunched over a spread of papers, she sort of just… freezes, a familiar chill running down her spine.

She follows it up with a deep breath and takes the last few steps forward, her presence now noticed when Regina's head shoots up and drills her bespectacled gaze onto Emma's face.

Jesus, as if this lady couldn't get any hotter. She wears _glasses_, too.

"Miss Swan," Regina drones, nodding her head in lack of an actual greeting as her eyes narrow in on Emma stealing the spare seat beside her. "Surely you realize that one conversation outside of class does not suddenly make us 'friends.'

Emma fights the impulse to roll her eyes, and comes out unsuccessful as she plops herself into the chair. "Maybe I just had a question."

"I sincerely doubt that," Regina deadpans, but there's a slight upturn at the end of her lip that seeps through her otherwise stoic façade. It makes Emma breathe easier when Regina leans into her space again, and she's instantly washed with the image of yesterday's incident.

"If I didn't know any better, dear," she begins, filling the air with some type of floral scent, and a dash of what smells like apples, "I'd say you were stalking me."

Emma's heart springs right up to her throat as she tries to gather her bearings. If _she _doesn't know any better, she'd say that's a sure sign of flirtation in itself.

But that's ridiculous; her mind has to be playing tricks on her.

And yet…

"Or maybe you just happen to be at the right place at the right time," Emma quips back, to which Regina simply scoffs at despite the restrained smile pulling at her lips. "Besides, I usually sit here."

"And you decided to greet me with your presence because I stole your seat?"

"You could say that," Emma carefully hedges, taking the time to stifle the inevitable flush burning down her neck. She feels like a teenager again, trying to hide some doleful crush, except instead of the hot airhead with the common case of football frenzy and overall douchiness, it's her infinitely hotter female teacher with a sinful inclination to leave her blouse three buttons undone.

And she's got nothing to say about this except she's kind of pathetically screwed.

"For your sake, Miss Swan, I hope this question of yours is worthy of my time," Regina states after Emma fails to say anything else, probably because she's too busy _not _staring at the ungodly display of cleavage. "I don't have all day."

Emma swallows thickly, suddenly very nervous, but manages to assemble her thoughts enough to form a response. "Actually, I had a question about the debate assignment."

"Very well."

She doesn't – have one that is. But if there's anything she's good at, it's pulling words out of her ass, and she accomplishes that quite fairly when she makes up some bullshit inconsistency with her written argument. Their hands brush in the process of handing the paper over; if Emma isn't so dead set against revealing her raging hormones, she might've skyrocketed off her chair.

Or puked. Neither seems like an enthralling option right then.

"Your argument is strong," Regina muses thoughtfully as she skims over the words. "Your conclusion, on the other hand, could use some work. Dare I ask why you left one out?"

Emma fiddles with her pencil. "Uh… I thought it was a good idea at the time?"

"And therein lies your problem," Professor Mills surmises, handing back the paper. "It's important to leave an impression. And remember the elements that contribute to persuasiveness in debate. You're lacking in matter."

"Right," Emma mutters, feigning comprehension, when really she doesn't know what the hell the elements of debate even are. "Thanks."

Regina nods in response before returning to the stack of papers she has perched on the table, black frames sitting delicately over the bridge of her nose. Watching her for a moment, Emma settles her gaze over the red marks she hadn't noticed were being scrawled on her writing.

Silence descends over them after that, because Emma can't really think of anything else to say and she's sort of just lost in the smell of apples she can still detect in the air. It makes sitting this close to the other woman all the more anxiety inducing.

At one point her foot accidently collides with Regina's leg, and it's out of curiosity that she pretends not to notice, leaving her foot pressed up against the brunette's shin to see if she'd move it.

She doesn't.

Inwardly rejoicing, Emma attempts to focus on the assignment for the remainder of the time. Her next class, conveniently enough, is debate, and she wonders if this means she'll be walking Professor Mills over.

She's silently mulling over the possibility when Emma glances up out of habit, only to find Regina staring back at her in a sort of curious contemplation.

Emma's throat closes up. Has Regina been watching her the whole time?

Visibly tensing, Regina quickly lowers her eyes and fixes her gaze on her paperwork once more, and it has to be Emma's imagination when she thinks she sees Regina's cheeks garner a pinkish tint.

It's Emma's turn to look away, because she can hardly stand the spasmodic flutters already crowding her gut. Twirling her pencil between her fingers, she smiles.

* * *

The rest of the week passes by without further dilemma, and Emma guesses it has to do with how busy she's been adjusting to these new classes, and how little she'd been able to do anything on her own time. It's on a Thursday night, after she leaves the library for the third time this week, when her car decides to give up the ghost.

"You've gotta be kidding me," Emma groans as she turns the ignition, allowing the engine to sputter slightly before falling dead. "Come on, baby. Please don't do this to me."

Her car may be old, but it's been reliable enough ever since she's had it. And if that's not love then she doesn't know what is.

She tries the ignition again only to receive the same result, and it's with a bang of her head against the top of the steering wheel that she resigns herself to the inevitable. She opens the door and pops the hood open, moving to the front of her car to pry it further up. It's there, as she regards the contents underneath, that she realizes she knows absolutely nothing about cars.

"You couldn't have done this _after _I got home?" Emma grunts to herself.

"Car trouble?"

The voice seemingly comes out of nowhere and Emma suppresses a gasp when she whirls around to see Graham standing behind her. It's chilly out tonight – nearing forty degrees in mid January, and the first thing she notices is that he's wearing a campus security jacket.

"Are you always this sneaky around people?" Emma accuses in short of answering the question, or greeting him for that matter. Although she's relieved she doesn't have to deal with the situation alone, she can't say she's in the mood to catch up on old friendships. "What're you doing out here?"

Graham points to his badge. "Making my rounds," he explains as though it's obvious, and Emma immediately feels stupid for asking. "Good to see you, too, by the way."

Emma heaves a sigh before raking a hand through her hair, allowing the cool breeze to flitter past her thin sweater. She hadn't counted on her car breaking down just as she was about to leave for her apartment.

"I'm sorry," she mutters and gestures to the bug in defeat. "I just…"

She trails off when she's not really sure _what _to say, but Graham seems to understand as he nods wordlessly and brushes past her to duck beneath the hood, a flashlight conveniently in hand.

This catches Emma by surprise. "You know about cars?"

"Part of my job," Graham replies with a shrug. "You'd be amazed how many cars break down all over campus. Can't say I expected to see you out here, though."

Emma mimics the shrug, failing to realize he wouldn't be able to see it anyway. "Yeah, well… neither did I."

Graham only hums in reply, preoccupied by the task in hand to formulate a verbal response. Emma gladly takes in stride though, instead using the silence to shuffle her feet awkwardly in her place as she struggles to think of something else to say.

"So," she begins not at all casually, "How's the officer life treating you?"

"Really, Emma?" Graham says in an amused tone. "If we're going to catch up, we'll do it over some beer and a game of darts. Not while your car's busted and I hadn't seen you in god knows how long."

"I saw you last week," Emma feels the need to point out, brow pinching upward as she adds, "In Professor Mills' office, remember? Before you took off."

Graham pauses momentarily before continuing his work, and says in a vaguely strained voice, "Yeah. I remember."

Emma doesn't fail to notice this. "What were you doing there, anyway?" she questions, finding her curiosity a little too overwhelming to resist. "Let me guess. She was on your ass about doing your job right."

At this, Graham goes very, very still, and it only heightens Emma's suspicions when he cryptically admits, "Not exactly." He ducks his head lower. "It's… complicated. Let's just say she's not the easiest person to deal with."

"You say that like you know her personally."

If Emma hadn't been brimming with unreserved curiosity, she might find it funny when Graham nearly hits his head as his body shoots up. She doesn't, though, because there's something niggling in the corner of her mind and she can't quite grasp what it's supposed to be.

"It should start up now," Graham declares finally and wipes his hand over the other, gesturing to the bug. "You should probably take it to a mechanic, though."

Emma's forehead creases in doubt. "You didn't answer my question."

Slowly, Graham sighs and closes the hood before pinning her with an inscrutable look. "I didn't know there was one."

"Alright. Cut the bullshit, Graham," Emma huffs out, crossing her arms over her chest. Graham's eyes follow the movement and she can't shake off the sense that he can see the goosebumps crawling over the length of her arms. "What aren't you telling me?"

Instead of responding verbally – or responding at all, really – he shrugs out of his jacket and holds it out to her. "Here."

Emma glares at it. "I don't want it."

"Don't be such a pain in the ass, Emma," Graham groans, practically shoving the item into Emma's hands. "Just take it. It's cold out, and you look like you need it."

"Only if you tell me what's going on," Emma insists.

"Fine."

Satisfied, Emma takes it and slips it on, and immediately notices the difference when wrapped in the warmer confines. She finds herself slightly relieved until she catches Graham's eye and stares at him expectantly.

This time his sigh is one of defeat. "Regina and I…" he begins uncertainly, and Emma can already feel the dread trickling in her veins just from the sense of familiarity in those few words. "We have history," he continues dumbly, before correcting himself, "Or _had. _I was there to cut off some loose ends. That's it."

The niggling in the back of her head grows tenfold until, suddenly, Ruby's words flash over her mind as her uncertainty lifts.

_Apparently she had a thing with one of her students._

She feels her heart lurch before it plunges down to her stomach, bearing the weight of a cement block crushing her insides. It's painful and, if she's completely honest with herself, more akin to despair than she would ever feel comfortable admitting.

_It was never proven, though. I wouldn't read too much into it._

"What kind of history?" she proceeds to ask, approaching the line with caution. But it's futile when all she can think about is Graham and Professor Mills – Graham and _Regina _– and the images that bombard her in countless levels of wrong.

"Does it really matter?"

"It does when you're implying you've been fucking a professor," Emma snaps with more bite than she intends, but the satisfaction she receives as Graham winces is tangible.

Not so much when he has the gall to look ashamed of himself, and it's that expression of deep rooted shame that Emma knows she's had enough. A hot blast of fury ignites in her stomach as she pushes past him and makes her way to her car.

"Wait, where're you going?" Graham calls out.

But Emma pays him no mind, just slides into the driver's seat and has a moment of respite when her car actually starts up this time. She just wants to go home and crash, and tomorrow… she would handle all of this tomorrow.

"Emma!"

"_Goodnight_, Graham," she bites out, before slamming the door with a harsh thud.

* * *

She doesn't bother knocking when she barges into Professor Mills' office the next day.

It's an act of total animosity that would gain her a penalty any other day, and most likely will, though she's far too resentful at the moment to care. The door swings open with ease, and the tinge of surprise from realizing it isn't locked vanishes when the first thing she sees is Regina's head snapping up from the seat behind her desk. The sight of those black framed glasses sitting delicately over the bridge of her nose sends another wave of nausea pooling at the base of Emma's stomach.

"Miss Swan," Regina greets, sounding less irritated by the intrusion than Emma had expected, and more inquisitive than anything else. "Is there something you needed? Or do you typically make it a habit to show up unannounced?"

Emma jerks out of her reverie in time to cast aside any lingering doubts, forcing her determination back into stride as she approaches the desk. Her mouth is set in a thin line as she holds out the form she has in her hand and places it before Professor Mills.

"Actually, there is," Emma says with false bravado, tucking her hands into her pockets. "Something I need."

"And what would that be?" Regina drawls, leaning over her desk behind a set of clasped hands. Her eyes flicker to the paper Emma had set down momentarily before she turns back to regard the blonde.

"Permission to drop from your class," Emma states, clenching her jaw. "I already have the approval I need from Professor Glass to switch over to his journalism class. He has the space."

Something distinct flashes over Regina's eyes, contorted between a mixture of confusion and scorn, and something else that makes the breath in Emma's throat clog up.

Disappointment.

"A peculiar decision you've made there," Regina drones skeptically, and Emma can't shake off the feeling that there's more to that statement than there should be. "You realize that the deadline to turn in your form was Wednesday."

"Which can be overridden by the corresponding head of department," Emma argues. "That would be you."

"And why, if I may ask, are you so eager to transfer?"

"I have my reasons," Emma stiffly responds, ignoring the shrewd look being sent her way. "All I need is your signature, and I'll be out of your way."

She watches as Regina tilts her head slightly, the usual scorn disappearing from her features, and the room seems to fill with static as the silence mounts.

Finally, the tension dissipates with Regina's next words. "I'm afraid I'm going to have to decline, dear."

And it catches Emma so off guard that any semblance of respect she's managed to converge in the last ten minutes wilts and dies. "What?" she rushes out. "Why?"

"Because as far as I'm aware, you have yet to fulfill your end of the bargain."

"Seriously?" Emma grits out between clenched teeth. "I don't even need to be in your class to hold up on my part. I already told you I would."

"And chase you across campus so you can show up whenever you wish?" Regina counters a bit more calmly, much to Emma's annoyance. "I don't think so."

Emma folds her arms over her chest. "That's not what this is about."

"Oh?" Regina supplies amusingly. "Then tell me, dear. What else would this be about?"

Emma feels her face grow hot upon noticing the suggestive undertones in the words, and it's the implication that has her insides churning in borderline rage. She's gripping the edge of the desk tightly between her fingers when she leans over and stares back with grim determination.

"I think you like to get under people's skin," Emma says in a hard tone, gaining no small amount of pleasure when the smirk vanishes, replaced by a stony mask. "And you're trying to put _me _down –"

"Believe it or not, Miss Swan," Professor Mills cuts in, "Not everything is about you."

"It still doesn't change the fact that you're mean and vindictive –"

"_Enough_," Regina hisses with rapid snap of her body, rising from her seat to match Emma's pose. They're inches away from one another now, close enough that Emma can see the thin scar just above Regina's lip, almost complementing the grave sneer carved into her face. Emma can't recall ever seeing the woman this angry, this… sinister in a way that might've been a major turn on if the frustration sizzling behind her eyes isn't so potent. Even with the emergency signal going off in her head, she refuses to back down.

"I will not stand for this insolence. I don't care what you have embedded in that thick skull of yours to think you have any right to speak to me this way. The fact of the matter is I am _still _your superior, and you _will _respect me," Regina fires with conviction. "Or so help me, Miss Swan, your little antics will not save you when there comes the time that I have you _expelled_."

Every word is accompanied with a puff of air hitting Emma's cheek. The smell of apples merges into the space between them, and it's nearly enough to filter out the sight of Regina's narrowed gaze drilling holes into her face.

"Now, you will see to it that you are here every Friday from here on out. Five o' clock on the dot," Regina finishes curtly, leaning back as Emma mimics the movement. "Do I make myself clear?"

Emma straightens her back defensively. "Yes," she says tersely.

"Yes, _m'am_."

"There's no reason to call me m'am, _Professor_," Emma rasps out.

Drawing in a sharp breath, Regina's jaw noticeably twitches as she reoccupies the seat behind her desk. Emma doesn't think the angry vibrations crawling up her spine can get any worst until the brunette deliberately slides the unsigned form over to Emma and resumes her paperwork.

"You're excused," is all she says, keeping her head bowed as she continues to work. Emma grits her teeth, but snatches the paper from the desk and whips around to leave, only to hear behind her back, "Don't let the door hit you on your way out."

Emma rolls her eyes. "Wouldn't dream of it," she grumbles, and closes the door with a signature thud that echoes down the hall.

The sad thing is, she realizes as she's stalking back to her car, is that there wasn't a second that went by during the whole confrontation that she hadn't thought of shutting the woman up with a searing kiss, or even taking her against that _stupid desk_.

And _that – _

If _that _isn't stupidly pathetic, then Emma doesn't know what is.

* * *

A hundred cookies to anyone who managed to catch the Harry Potter reference. Or a similar quote that was stated in the book.


	3. Chapter 3

**Title: **Butterfly Effect

**Author: **misscanteloupe

**Rating: **M

**Summary: **Emma finds herself several credits short from graduating on time, and has no other choice but to take up an extra course. It wouldn't be much of an issue if she wasn't so attracted to her new professor. AU Swan Queen

**A/N:** I know. I knooow. I'm sorry this one took so long guys. I had a bit of it written like, two weeks ago, but for some reason I had trouble finishing it. I can't even imagine what a pain it'll be writing the next two chapters, since those are going to be the big turning points in the story.

Thank you to everyone who's reviewed-favorited-followed. It means the world to me, otherwise I wouldn't have the confidence to post anything up.

As to the harry potter reference in the last chapter, some people correctly guessed that it had to do with Snape. Congrats to aryousavvy for getting the full line down :) It was 'There's no need to call me m'am, professor,' for anyone who was wondering.

Anyway, still not too sure about this chapter, but eh. The Graham thing will be picked up again soon, no worries. For now enjoy a little fluff and let me know what you guys think!

* * *

That weekend, Emma finds herself googling Professor Mills.

She tells herself it's out of sheer boredom, or maybe some worthwhile research in case she has to veer towards blackmail in the future; not because she's _interested _in learning about the woman who's quickly driving her to the brink of insanity. Just… conflicted.

She doesn't find much at first. It's not like the name 'Regina Mills' rings any bells for the average person. She isn't famous by any means, and _god_ – why does Mills have to be such a popular surname?

After refining her search in the campus news reports, she finds several articles mentioning Regina, all of which date back to the last three years. Apparently Ruby had been right on that part; Regina hadn't been teaching for very long.

The rest of the articles contain unnecessary facts she already knows, or _could _look for on any other day if she, you know. _Cares_. Which she doesn't.

Nonetheless she breezes through them with the absorption of a sponge, taking in the newly acquired information with a slightly less radical idea of what Professor Mills represents. She's not a vampire, for one. Or she could be, but Emma had never been much of a believer in mythical creatures anyway.

She'd graduated from Boston University with a Master's in Communications, not that that's in any way surprising. The woman might as well be notoriously known for her sharp tongue, if she can cut through people with her vocabulary alone.

She had claimed a teaching position in Public Relations upon graduation, and was promoted as the head of the Communications department in her second year – an 'impressive feat,' according to the article. She also grew up in a small town in Maine, a place called Storybrooke.

And she'll be turning thirty in the upcoming weeks.

Emma freezes at that, unwittingly considering the magnitude this new insight brings. Regina might look like a vision edited straight from photoshop, but Emma hadn't expected her to be this young.

Granted, there's still a near eight year gap between them – Emma being twenty two – but that's beside the point.

Eventually Emma comes across another name linked to one particular article; one Cora Mills who had been a part of the university committee several years back, having left the school board to pursue a career in politics, and is speculated to have gotten her _daughter _the job.

Daughter. Huh.

Emma's head is pounding by the time she exits out of the page and, leaning back in her chair, she presses her palms over her closed eyelids. She hadn't discovered anything remotely useful in the hour or two she'd spent stalking her professor via the internet.

And yet, somehow, she feels like she's learned more than she ever thought she would.

* * *

The following week Emma avoids Professor Mills like the plague – a not-so-easy task when she's sitting directly in front of said professor, and has a knack for peering up every so often to catch a glimpse of the woman currently invading her thoughts.

It's awkward, to say the least. Maybe she's just imagining it, but there are moments where she can practically _feel _Regina's heated gaze fall over her hunched shoulders when she isn't looking. And if that isn't the epitome of paranoia, then there's the issue of her sanity that remains, because every time Emma _does _look, Regina's eyes are focused entirely on the paperwork in front of her. No glance. No smirk. No physical indication that she even knows of Emma's existence.

And it's just… awkward. And also really, really shitty.

As pissed off as she is from their last encounter, it doesn't stop the heavy weight bearing down on her chest, one that feels suspiciously like guilt. Guilt that had molded itself in sometime during the weekend and had only proved to fester continuously over her frazzled thoughts.

Overall she manages to keep a low profile the rest of the period. And it isn't until the final minutes of class, when she feels the prickling sensation hovering over her shoulders again, that she looks up and catches Regina's eye.

The abrupt connection causes Emma's heart to lurch, and for a split second she thinks she imagines the way Regina's mask of indifference falters upon eye contact. But it's an image easily short lived when Regina looks away and, like clockwork, slips back into professional mode, once again ignoring Emma's existence altogether.

And it must be the guilt tormenting her again, considering how quickly her shoulders slump in defeat. Except her chest feels hollow and she wonders when the _hell_ she'd come to even _care_.

Wednesday is more or less the same. She gathers whatever shred of dignity she's managed to muster over the week and finishes her classes. She finds her resolve to avoid Professor Mills slipping when it becomes fairly obvious that Regina is paying back the favor, clearly wanting nothing to do with her.

And by Emma's terms… that's just fine by her.

Only it isn't. Not by a long shot.

Her mood reaches an all-time low when she's finally forced to take her car to the mechanic on Thursday, and is once more driven back to the night she had stumbled across Graham in her broken down, rust bucket of a car.

She doesn't know what to think of it at this point. Either she had misread the entire issue and ended up blaming Graham for something he probably didn't do, or… she's _right_. And she's using her anger as an excuse to hide behind her petty jealousy.

She's _jealous_. That much is true, and not of Regina and the potential flame she might have had for Graham back in her sophomore year.

She's jealous of _Graham _and his stupid boyish charms that had somehow wormed their way into Regina's good graces. And it's that thought that sends a painful pang to her stomach every time she so much as _thinks _of the pair in any way, shape, or form.

Which is just… _bizarre_, because Graham is young enough to be a student, whereas Emma _is _one and she really has no right to pine something she has no business pining in the first place.

She can still sense the turmoil, however, breaching through her walls wherever she goes. But the fact of the matter is… she'll be graduating in a few months' time. And whatever attraction she might hold for her communications professor will be whisked away in a new life she plans on building for herself, preferably in New York.

_So that's it_, she tells herself.

All of _this _– whatever it is – won't be accounted for when it'll be nothing but a distant college memory; that one time she crushed on her female teacher and nothing extraordinary came out of it.

It's a notion she continues to mull over well into the following day, where the hour long walk to campus had her reconsidering her decisions. Her car is still at the mechanic's, and probably will be for the unforeseeable future until she somehow manages to scrape up the money to pay for a blown head gasket.

Considering the costs for repair go beyond the earnings she makes a month, she'll be waiting a long time.

She's shaken out of her musings by an achingly familiar voice drifting into her vicinity.

"And what do you think, Miss Swan?"

Emma practically hears her head snap up in response, if the loud pop emitted from her neck is any indication. For a moment she's puzzled by her surroundings, when the last thing she had expected is to see Regina's infuriatingly sharp gaze staring at her from across the room. It's the first time in a week that she's heard the woman speak _to_ her, instead of at her.

The spike of excitement turns to dread when she realizes she hadn't just caught Regina's attention, but the entire class's as well.

Oh. Joy.

She feels an elbow nudge into her ribs when an awkward silence ensues for a few good seconds, and Emma turns to see a guy she vaguely remembers – Killian? – bob his head towards the board, today's debate topic written plainly in black marker.

_Censor hate speech on campus_.

A hot blush stains her cheeks as she struggles to form a response. "I… um…"

"If you have nothing to add to the discussion, dear, at least have the sense to _pretend _to be paying attention," Professor Mills states in a patronizing tone, causing the heat to flare past Emma's face and scorch her neck.

"Now," Regina begins again, stepping forward from the edge of a desk as she serves her gaze away. "Mister Jones, if you will proceed –"

"I'd have to argue for it," Emma interrupts, her spine stiff and straight as she pins her stare directly at Regina's slightly miffed expression. "I think it poses a danger to students, even when the message doesn't provoke violence. And it's the government's duty to intervene and ensure that the people are safe."

Emma's stony façade doesn't falter when Regina raises her chin, looking more lordly and airy than Emma can recall seeing, if that's even possible. But it's a look that shoots straight to her core and causes her skin to erupt in goose bumps.

"It is also the government's primary duty to protect the constitutional rights of its citizens," Professor Mills counters swiftly, in a calm voice that sets Emma's teeth on edge. "What of freedom of expression? Or the assumption that protecting free speech is more important than preventing hate?"

"A form of expression that incites violence and discrimination," Emma argues back. "It doesn't… _encourage _dialogue. In fact, by definition it would be anti-dialogue –"

"One would think it does if it provides the opportunity to provoke thought –"

"It's bullying," Emma cuts in, feeling her face heat up once more when all she's greeted with is a raised eyebrow.

"A matter of opinion."

"It's bullying if you're promoting hatred towards a group based on immutable characteristics," Emma supplies briskly, folding her arms over her chest. "Like a person's race, or gender or… sexual orientation. I mean, it's not really anyone's business who you get into bed with, is it?"

The moment of word vomit has Emma regretting she's said anything at all, because as soon as the words spew from her mouth, she wants nothing more than to crawl beneath her desk and just… hide. Embarrassment ripples beneath her skin like needles when several hushed chuckles spread through the room, accompanied by a rare silence that should've been severed with Regina's counterargument.

But Regina doesn't respond; instead she's regarding Emma in the most unimpressed fashion, although the blonde thinks she sees amusement crossing her features, and maybe even a little unabashed curiosity.

Not that Emma can savor the possibility of wondering what _that _look means.

"Thank you, Miss Swan," Regina drawls, and this time Emma's sure she hears the amusement drip from her tone. "For that… fascinating excerpt."

Well. At least the sarcasm's back.

"If you can all turn to page forty-two in your textbook, we will discuss the different methods of refutation –"

"Interesting save," a voice intervenes nearby, wrenching Emma out of any Regina-induced thoughts before she turns to the man occupying the seat beside her. His rugged face breaks out into a deep grin as he holds his hand out in greeting.

"Killian Jones," he proceeds in a tone that is decidedly pompous, albeit in a sort of charming way. Emma stifles the urge to roll her eyes. "At your service, m'lady."

Staring at the hand in question with unreserved caution, Emma accepts the gesture. "Emma," she states blandly.

"I've gathered," Killian affirms, still grinning like a Cheshire cat. "Swan, is it? A pleasure."

Emma inwardly sighs. This isn't how she envisioned spending her final days as an undergraduate; being hit on by some Irish guy with more leather and eyeliner than she knows what to do with.

"Can't say the same."

"Come now," he chuckles. "Are you always this audacious? Not that I don't find it enticing. There's always something pleasurable to find with a woman who knows what she wants."

"It definitely isn't you," Emma snips back, finding herself annoyed when the rebuttal earns her another smile.

"As Shakespeare would say, all is fair in love and war."

Emma restrains from adding an additional reproach and, biting her tongue, she ignores him, tearing her eyes away from the roguish smirk and the face she feels the need to thrust her fist into. For the second time that day, however, she catches Regina's eye from across the room, and it's the cool yet penetrating stare that causes Emma to break the contact first and fix her gaze over her desk for the remainder of class.

When the bell rings – marking the next time shift where she's thankfully free from the rest of the day's obligations – Emma is quick to stuff her bag and scamper out of the room if she has to. Except _Killian_ is there again, standing in her way and blocking the only suitable escape route through a path of scattered tables.

Now she's _really _starting to rethink the aftermath of punching this guy in the face.

"And where are you off to so soon, love?" he inquires with excruciating swagger, all but leering at her behind a set of heavy-lidded eyes. "And here I thought we were just getting to know each other."

"Call me 'love' one more time and you'll regret trying."

"Aye, ye break my heart, lass."

Heaving out an impatient sigh, Emma relents slightly and asks, "What do you want, Killian?"

"Would it be so hard to believe that I enjoy talking to beautiful women?" he responds without pause, leaning his body forward in a slow bow before admitting, "And you, my dear, are very beautiful."

Emma isn't sure how to respond to that, not when the words 'dear' and 'beautiful' are tangled in the same sentence and only reminds her of Regina. And it's ironic, really – and maybe a little flattering, since she can't even remember the last time anyone's ever called her beautiful – but mostly ironic. Because it's literally a second later when that familiar drawl intercepts and puts a halt to Emma's thoughts altogether.

"Mister Jones, if you have nothing better to do than indulging yourself in empty flirtations," Professor Mills says dryly, "Then please, by all means. See your way out."

Emma doesn't have the ability to move at this point, struck still by her professor's abrupt appearance. Regina, on the other hand, pays her no mind, but instead focuses on Killian with a glare so cutting that Emma's pretty sure he'd be lying in a pile of his own guts if looks could kill.

Luckily he has the sense not to disobey; as much as she's beginning to dislike the guy, she wouldn't wish Regina's wrath on _anyone_. And apparently all it takes to send him scampering off is a practiced scowl.

"As you wish," Killian complies with another small bow, before his eyes flicker back to Emma and his lips curl into a sly smile. "Until next time, Swan."

And then he's gone, slipping past a regal-looking and still slightly disgruntled Regina. The room is empty now, save for a few stragglers in the back getting ready to leave, and Emma releases a breath she hadn't realized she'd been holding. It comes back up in the form of a strangled gasp when piercing brown eyes whirl around and their gazes lock.

"I see your choice in suitors fares no better than your judgment," Regina acknowledges in distaste, and there's a certain edge to her tone that makes the breath in Emma's throat hitch and clog her windpipe.

If Emma's not mistaken, _that _almost sounds like jealousy.

"He's not my… suitor," Emma points out lamely, wondering if it's even possible for someone to be stuck so far back in the chivalry era as to use the word _suitor._ She almost wants to add that she's not interested, that said interests go beyond a pair of leather trousers and the sexual appeal of a dead sloth.

But she doesn't want to give Regina that sort of satisfaction either, even if it's all in her head.

So she settles for silence and anxiously shuffles her feet in place, doing her best to stand tall and mask her face in aloofness. But Regina's eyes are burning in intensity, sweeping her gaze over Emma's slightly antsy form.

"Is there something you wanted, Professor?"

That seems to snap Regina out of whatever spell she had dragged them into. She shakes her head regally, her gaze cool. "Need I remind you of our arrangement this afternoon?"

Emma's initial apprehension grows tenfold as it dawns on her what day it is, and quickly swallows her dread. To be honest Regina's punishment had been the last thing on her mind, what with it being occupied by thoughts of the woman herself and detailed reflections of the miserable few months ahead of her. She had failed to take into account the hours she'd be spending in Regina's office filing papers.

"No," Emma fibs promptly, fiddling with the straps of her school bag. Suddenly she's feeling extremely anxious. "I remember."

"Good," Regina remarks quietly. She allows her eyes to stray over Emma's face for a moment before declaring, "I will see you in my office at five then. Don't be late."

Emma's terse nod goes unnoticed as Regina grabs a stack of papers by her desk, turning around and, with a flick of her annoyingly flawless hair, practically struts out of the room. It's only when the infamous clicking of the woman's heels fades from the hallway that Emma allows her shoulders to fall, as well as the bag she'd been clinging onto like a lifeline.

She slumps back into the chair with less grace than normal, and tries not to overthink the reason why she can feel her heart pounding frantically against her ribcage, or how _anyone _can possibly make her feel this… weak.

Resting her face into her hands, Emma tries to think of anything else; of graduation, of the life she has planned for herself outside of this shithole. But it's all for naught, because no matter what she thinks about it always leads back to Professor Mills.

And so she buries herself deeper into her arms. The silence closes in around her, and before long she breathes a sigh into the empty room.

* * *

She's standing outside Regina's office at exactly four fifty-eight, having spent the last fifteen minutes fidgeting in the same spot. She has a fist poised over the doorway, knuckles ready to rap against the surface, but then she hesitates again and drops her arm to the side.

Finally, at precisely five o' clock, Emma takes in a deep breath and realizes she's screwed either way. She lifts her hand back up in determination and knocks on the door.

A muffled "enter" trickles in from the other side; a definite cause for the relentless shiver coursing down the length of Emma's spine. To her surprise, however, Regina isn't sitting at her desk like she'd expected. Instead the older woman had rolled her chair to the side, seated by the row of filing cabinets she has obscured in one corner of the room. Brown eyes remain plastered over a set of folders with no visual indication that they've even noticed Emma's arrival.

It's Regina who breaks the silence first.

"Miss Swan," she murmurs, her voice oddly thicker than usual. She doesn't look up as she points to a chair to her right and says, "Have a seat. We don't have all afternoon."

Emma quickly bites her tongue in response, resisting the urge to say that, _technically_, they _do _have all afternoon. It's not like they've established a time restriction for however long Emma will be sitting on her ass, and she's definitely not in the mindset at the moment to argue over it.

Making sure the door is closed behind her, Emma shuffles over to the chair and reluctantly takes a seat, casting a wary glance to the room's other occupant. Regina's attention is seemingly focused on the papers strewn across her lap, though it doesn't deter her from explaining, "The folder to your right contains last year's debate team listings. I take it you're at least moderately knowledgeable of your ABS's?"

Emma clenches her jaw. "You could say that."

"Very well," Regina mutters, sounding faintly amused. It's easily replaced by a cool, "Then you should have no problem alphabetizing them by last names."

Emma doesn't say anything, not that anything she _does _say would even be worthy of Regina's time. She grabs the folder in question and begins organizing the documents in silence, accompanied only by the ruffling of paperwork and the occasional sigh slipping past Emma's lips.

It remains this way for several strained minutes; an easy feat if you think of it as a classroom setting, though for Emma it's anything but. She can barely pay attention when she's painfully aware of how close Professor Mills is sitting, angled towards her with her legs crossed at the knee and emitting a fresh, soothing scent that contrasts sharply to the usual perfume she uses, not that Emma had been paying attention or anything. It's smooth and refined and kinda reminds her of fresh rain. Of the ocean.

It's… nice.

Peering up from beneath her lashes, Emma manages to get a better view of the woman without making it too obvious. Except she's practically eyeballing her at this point. The brunette is still dressed in her previous outfit from class – form-fitting black slacks, and a white, button-up dress shirt that can't get any tighter than if Emma were to shrink the stupid thing and then happily tear it off Regina's frame.

Something that _is _different, Emma notices, is the number of buttons that are undone. She remembers there being only two, unfastened from the collar and revealing just the right amount of cleavage without it being considered provocative. Now that the third button is undone, though, it plunges past all levels of 'appropriate,' and Emma swears she can make out the beginnings of black lace extending from the extra gap.

If the fact that she can't look away isn't bad enough, then the heavy thickness settling in her lower abdomen has to be.

Emma gulps.

"These documents aren't going to file themselves, Miss Swan," Regina murmurs absently, not bothering to lift her head as she adds, "So if you're done gawking at me, get back to work."

Emma feels her cheeks flame before ducking her head. "I wasn't _gawking_."

At this, Regina glances up, taking in the sight of Emma's reddening face. "Really now?" she questions dryly. "My mistake then, dear. _Ogling _perhaps?"

It's clear then that that Emma can't hide her embarrassment for much longer, as her face is burning and she's pretty sure she resembles a giant tomato right now. Glaring down at her hands, she shifts forward to place the last of the paperwork in its corresponding cabinet, doing her best to ignore Regina's undoubtedly smug expression. But her fingers end up skimming past the pile and knocking it from her lap, causing the papers to scatter the floor.

Emma's breath snags, and it sounds far louder in her own ears than it should.

"I'm sorry."

But Professor Mills merely rolls her eyes, leaning forward to gather the abandoned paperwork and with a sigh, says, "I hope for your sake this clumsiness of yours isn't fatal –"

"No," Emma interjects, shaking her head. She tears her gaze away from her intertwined hands and pins Regina with an almost pleading look. "I mean… I'm _sorry_. For everything, or last week, really. I… you were right. I let my temper get in the way when you didn't deserve it, and for that I owe you an apology. Differences aside, I _get _that we didn't start off on the right foot. And I'd like to change that, if that's okay with you."

Her nervousness immediately breaks through her skin as Emma waits with baited breath, watching as Regina's piercing brown eyes flick upward to cling onto hers. Regina's movements come to a halt, her outstretched arm lingering over the floor before she slowly raises it back to her side. Her eyes seem to narrow in thought, face contorted in contemplation, as though struggling with the right words to say to Emma.

Or maybe she's just silently judging her.

Emma would be lying if she so much as _thinks_ she isn't afraid of Regina's reaction, because she honestly is. And as much as she wants it to nag at her that she actually _cares _about what Regina has to say, it doesn't; not when the guilt had been gorging on her emotions for the past week and she just really, _really _wants this strange, bitter tension between them to end.

Finally Regina's full, red lips purse as she turns away, standing from her chair to brush past Emma's stunned form without a word. The blonde can only watch in slight hurt as Professor Mills stalks to the other side of the office and busies herself with something behind her shelves.

"How would you like a glass of the best apple cider you ever tasted?" Regina offers after a moment, her voice containing that husky allure that drifts over to Emma's end of the room.

Emma releases a shaky breath when she realizes the offering is as close to forgiveness as she's going to get. While it's not the response she had anticipated, it's very Regina-like and… Emma's okay with that.

She stands, a tentative grin spreading over her features as she asks, "Got anything stronger?"

Regina's answering hum brings forth another smile, her gaze trailing absentmindedly over the brunette's backside when she bends over to retrieve a glass from the bottom cabinet.

_Emma, you perv._

Before she can look away, however, Emma's caught off guard as Regina abruptly turns and catches her eye from across the room. And judging by the raised eyebrow locking her in place, it's fairly obvious that Emma's half-assed attempt at _chivalry_ hadn't gone unnoticed.

"You _are _of age, are you not?" Regina inquires, her voice throaty as she approaches Emma with two glasses of a sandy colored liquid that she assumes is whiskey. Neither of them mentions the wicked flush that had enveloped Emma's entire face and neck as the younger woman accepts the glass.

Goose bumps pimple across Emma's skin when their fingers brush in the process, and it's out of nervous apprehension that she lifts her chin and meets Regina's gaze head on.

"I'm legal, if that's what you mean," she answers, mindful of the amused glint that flashes over Regina's eye.

"Then we won't have a problem, will we?" Regina surmises, leveling her with a mischievous look that has Emma pausing in her movements and wondering whether they're still referring to the alcohol. It's the second time she's ever been on the receiving end of Regina's teasing, not to mention hearing it in that playful tone of hers that has Emma's insides fluttering with something foreign. It's definitely… weird. But the good kind. And Emma doesn't think she ever wants to lose it again.

"Says the woman who's supplying her student with alcohol," Emma quips back. "Isn't that against a teaching code or something?"

"I wasn't aware there was one," Regina says offhandedly, before taking a long, dainty sip from her glass. She's leaning against her desk, looking far more relaxed than Emma had thought was even possible. "Even so, we are no longer in class, Miss Swan. What happens within the confines of my office is no one's business but my own, so I suggest you take advantage of a free drink."

"Emma," she rushes out before she can think better of it, watching the surprise phase over Regina's features before pinning Emma with a puzzled frown.

"I beg your pardon?"

"It's Emma," the blonde clarifies in spite of the nervous tick pumping through her veins. Placing her own glass down on the desk, Emma shifts a little closer until she's mimicking Regina's stance, and it gives her just the right amount of confidence to add, "We're not in class anymore, right? So you might as well call me by my first name."

Emma's confidence wanes a little when Regina merely shoots her a curious look, one that is somehow more guarded than usual. It's immediately replaced with something else, something Emma almost wants to call admiration, which is really kind of ridiculous. She can hardly imagine Regina looking at _anyone _with admiration or respect, and yet it's there, being directed at _Emma_ of all people. The notion is oddly thrilling.

A genuine smile surfaces over Regina's face after a moment, one that she tries to mask by peering down at her glass in an indifferent manner and circling the rim with her index finger.

"Very well," Regina finally murmurs, eyes darting up to lock with green. "Emma."

Emma blinks; the sound of her name in Regina's throaty voice causes her heart to lurch unexpectedly, and her stomach to flutter like those stupid butterflies everyone always talks about. It doesn't seem so stupid now that she's experiencing it for herself.

In fact, the experience is pretty brutal.

"So…" Emma trails off, grinning madly. "Does this mean I get to call you Regina?"

She guesses Regina's notorious eyebrow raise is answer enough.

"Don't push it, dear."

Emma just grins.

* * *

The rest of the weekend passes by in a blur of burnt pancakes and body paint exhibits. It hadn't taken long for Emma to crash as soon as she arrived to the apartment, having spent another hour in Regina's office filing papers, only this time without the tense-filled silence. If anything, it's the teasing banter that had surprisingly formed between them that makes Emma giddy just thinking about it. And… _god_. She hadn't thought being pathetic could ever feel this _good_.

It's probably the only reason why she even bothered attending Mary Margaret's photo shoot the next day, accepting – albeit _reluctantly _– the position as the primary model in her roommate's art project after the original had bailed. If Emma had known the assignment required plastering herself from head to toe in paint, she might've reconsidered the decision. As it is, she'd ended up spending her Saturday night washing the paint off in places she didn't even know she had, and most of Sunday enduring Ruby's cooking for the sake of feeding her ego.

Emma doesn't have the heart to tell her that anything the brunette touches burns to a crisp.

It's on Monday, following another hour long walk to campus – since her car is still very much a goner (and Mary Margaret's first class of the day doesn't start until two) – that it dawns on her why exactly she's been feeling like some love-struck schoolgirl for the last few days; not that she hadn't considered it plenty of times before when it's fairly obvious.

It's just… it's the first time that it really _hits _her, and for once it doesn't leave her feeling ashamed.

The fact that she can't stop thinking about Regina.

It might explain why she's currently hiding behind a bookshelf in the library, holding a warm cup of coffee she had picked up from Starbucks in one hand, while the other anxiously taps one of the shelves as she contemplates whether to approach the object of her… affection.

She can easily make out the shape of Regina's form sitting in her usual seat – or rather _Emma's _seat. It just so happens that Regina has taken a liking for it, too, just as she has every Monday at precisely ten am. It's a routine Emma has come to appreciate, even now as she continues to hesitate and drag her fingers over the spines of the books.

"Excuse me."

Emma startles and leaps away, exposing herself to the open as a girl glares at her and repeats the words, reaching over Emma's head for a book. Of course there's no point in hiding then, as Regina's already watching her from across the room, complete with the usual black frames perched over her nose.

Emma's mouth instantly goes dry, but she shakes it off with a sheepish wave.

"Miss Swan," Regina greets as Emma draws closer. She eyes the blonde skeptically, as though thinking better of her words, before she corrects herself. "Emma."

Emma's heart jumps a little as she lets loose a timid smile, inwardly debating her options when she fails to offer up a proper explanation for her presence.

"I take it you're not here simply to say hello."

"I, uh… actually I am," Emma responds dumbly, taking some pride in the slightly flabbergasted look she's managed to conjure over Regina's face. "I figured you'd like some company."

Regina's eyes lose whatever show of disbelief that had consumed them earlier, and while there are still remnants of doubt lingering behind her features, Emma finds herself staring at a noticeably _softer _Regina.

"I suppose…" she trails off tentatively, "I wouldn't be opposed."

"I'll take that as a yes," Emma says with a shrug, plopping down on the spare seat beside the brunette before she can rethink her decision. "I wasn't really planning on leaving anyway."

The resulting eye roll doesn't have much of an effect when Regina's lip is quirked in one corner, though her next words are as sharp as anything else she's been known for.

"Are you always this insufferable in the morning?"

"Depends," Emma replies, looking back at Regina and crossing her arms. "You probably find all your students annoying."

"Perhaps," Regina smirks. "Although I do have this one particular student who seems to have forgotten that, despite our agreement, I am _still _her professor. Your lack of deference astounds me, dear. One drink does not make us friends."

Curling her lip between her teeth, Emma slides her cup from her grip to the hand resting over the table, motioning towards it with a meek smile. "What about two?"

Dark eyes flash at the gesture as Regina regards the coffee impassively. "You bought me coffee?"

"No," Emma lies, fiddling with the hem of her shirt in a failed attempt to curb her embarrassment. "My… roommate's out sick today. I usually get her order in before class."

"Which happens to be my favorite?" Regina counters amusingly.

Emma tries to control the inevitable flush drowning her cheeks before proclaiming, "Huh. What a coincidence."

"Indeed," Regina all but purrs, not sounding the least bit convinced. She takes a sip of the concoction nonetheless while her eyes remain trained on Emma, observing the blonde in a stare that's contorted between gratitude and a sort of gentle look of kindness.

"I suppose I should say thank you –" Regina begins after placing the cup down, before Emma cuts her off.

"No need," Emma says, waving it off. "Seriously. It's my pleasure."

Her skin is practically tingling from the effects of Regina's gaze, intense enough that it almost feels like having your entire body encased in ice; not the painful kind, where the feeling leaves you immobilized to discomfort or intimidation, but the awakening kind. The kind where your whole body just feels… _alive_.

For a moment neither of them says anything, which Emma thinks is honestly a good thing because she doesn't have the slightest clue what to say. But she's holding Regina's gaze like she has as little capability of looking away as she does speaking, and her stomach is fluttering again with those stupid fucking butterflies she's really starting to hate.

Brown eyes dart across Emma's face in a scrutinizing manner, softened by a curious intake of wonderment that Emma doesn't quite know what to make of. She suspects it's a good thing, though, when not even a second later Emma _swears _she sees them flit to her lips.

But then the moment is broken when a book is dropped somewhere in the distance, tearing them both from the strange tension rippling between them. Regina is the first to turn away, clearing her throat in an unhinged fashion that makes Emma think she hadn't been the only one affected by the stare-off. Her tongue feels unnaturally thick as she tries to swallow and, stifling the disappointment raging in her chest, she accepts the moment for what it is – a moment.

"Are you feeling ill, dear?" Regina teases, wearing a coy smirk on her face when Emma unwittingly catches her eye again. "You look rather… flustered."

Emma inwardly groans, because _of course_ Regina would dare to mention it with taunting remarks. "I'm fine," she grits out.

"Hmm," Regina hums, sounding awfully delighted in that demonic way of hers that Emma can't help but find appealing. "If you say so."

Rolling her eyes, Emma sits back and lets the silence stray over them. Luckily for her Regina doesn't mention it again, and she savors the quiet company as the brunette returns to her work.

Sometime later, after effectively ignoring Regina's close proximity enough to finish her own work, Emma shifts in her seat and feels her foot collide with the side of Regina's calf below the table, like it had all those weeks ago in this very spot. She stills, glancing up from her fringe of hair to gauge the other woman's reaction. The action is different this time around, changed from their initial hostility to this friendly olive branch extended before them, though Emma can't help but think it has to be more than that.

But Regina appears unfazed. She's focused on the spreadsheet in front of her, occasionally nipping at the end of her pen in frustration. It distracts Emma to the point of nearly missing the motion of Regina's heel brushing over her leg.

At first Emma's certain it's an accident, even if her body is vibrating to the power of that single touch. But then it happens again; the edge of Regina's heeled foot coming back to graze Emma's ankle before resting there, and Emma's pretty sure she's not imagining the curl of Regina's lip as she continues to study her work attentively.

Emma's lip quirks up of its own accord. Returning her attention to the table, Emma comes to terms with the new sensation crawling deep in the depths of her chest, one that she doesn't remember feeling in a long, long time.

It feels like hope.


	4. Chapter 4

**Title: **Butterfly Effect

**Author: **misscanteloupe

**Rating: **M

**Summary: **Emma finds herself several credits short from graduating on time, and has no other choice but to take up an extra course. It wouldn't be much of an issue if she wasn't so attracted to her new professor. AU Swan Queen

**A/N: **I don't know why I keep writing these long ass chapters. Like I have a beginning and an end, and then everything in between just goes on and on and I never know when to stop. Also, sorry again for the wait. I'm trying my hardest to have this completed as it was supposed to be a short story to play with, while I work on a bigger one I've had saved for several months now. But ugh

Anyway, thank you to everyone who has read and reviewed so far. I haven't proof read through this one yet, since it's like four am right now. I'll get to that later.

ooo

The thing is, Emma is usually good at finding a job.

Emphasis on 'usually.'

It's just… she'd learned from an early age that the more people you know, the easier it'd be to get on with your life. Her first job had been as a babysitter, and that's only because the Johnsons had a son with the hots for her. Either way, she had been fourteen, moving on from her fifth set of foster parents, and earning enough money to buy herself a new bike all because Billy Jonhson couldn't keep his eyes off her ass.

In high school she'd managed to scrape up a couple of shifts at the local café from where she lived, having saved the manager's cat from a tree, and as a result talked her way into the customers' good graces in the hopes of making some connections.

It's how she found half the jobs she'd been driven to take that didn't involve her neighbor's pervy son eyeballing her the entire way.

It's how she _survived_; survival of the fittest and all.

Now that she had dropped her waitressing position at Granny's, her luck seems to be running out. There isn't a whole lot to look into when a good portion of the jobs available around campus are already occupied by college students, not to mention she's running low on the last of her savings.

It's probably why she had been desperate enough to ask Ruby for a little more guidance.

"Emma?" a voice snaps her out of her thoughts. "Are you even listening?"

Belle gives her a stern look when all Emma can offer is a sheepish grin, one that falters as soon as the brunette hands her a list of the upcoming projects. Its length conjures up a defeated groan that she quickly stifles in order to avoid another scolding. Maybe not from Belle, but definitely from Ruby.

When Emma had asked for help in finding another job, she hadn't exactly expected, well, _this_. A used _bookstore _of all places.

It's not that she doesn't appreciate Belle's kindness, when her willingness to pull some strings to get Emma this job had allowed her the opportunity to prove herself in the first place. She's just… never been a huge fan of books. And she's starting to realize maybe waitressing has at least _some _perks.

Taking the paper from Belle's hand, Emma smiles weakly in return, only it turns out to be more of a grimace instead. "Got it," she answers in the affirmative, and tries to salvage what's left of her grin when Belle simply quirks an eyebrow at her. "Everything's color coordinated. Red labels go with the hardcovers, blue for paperback, and yellow for schoolbooks. Oh, and no more _Fifty Shades of Grey. _Did I miss anything?"

"Only everything I've been talking about for the last five minutes," Belle practically deadpans, her accent thick and noticeably less controlled now that the formalities are done with. "Seriously, Emma?"

At least Emma has the decency to look ashamed, face flushed as she ducks her head and reluctantly admits, "Alright. So maybe I wasn't listening."

"Ruby told me you were working at the diner before you started looking for another job," Belle explains after a moment of shared silence, in which Emma awkwardly shifts on her feet. "Why don't you just keep working there if this isn't your thing?"

"It's… complicated," Emma says with some hesitancy, not wanting to go into full detail on her financial affairs when her current situation is humiliating enough. "Let's just say the pay wasn't all that great."

"It's not much better here," Belle points out, smiling at Emma's knowing look.

"Yeah, well." Emma merely shrugs before casting a long look around the store, dingy in its appearance and resembles more of a pawnshop than an actual bookstore. "Where do I start?"

"There's a pile over there that still needs to be sorted," Belle gestures, pointing to a stack of books that appears to have been abandoned before it could be properly shelved. "It's mostly fiction. So you know, alphabetize by author and all that."

At her nod of comprehension, Emma shuffles to the back of the room and begins sorting through the pile – a compilation of old, mostly worn out books that Emma's never seen or heard of. It makes her wonder whether she had missed out on a proper childhood when she had decided she had a severe case of dyslexia.

After several minutes of doing this – arranging in a comfortable silence and an otherwise _dead _setting – Emma hesitates briefly before deciding she can't stand the quiet for much longer.

"Belle," Emma starts, and lowers the book she has in her hand as Belle looks up from her place behind the register. "Look, I know it seems like I don't appreciate this, but I can't thank you enough –"

"Don't worry about it, Emma. Believe me, I'm more than happy to help," Belle assures gently, smiling in a way that sweeps the tension from Emma's shoulders. "Besides, you should probably be thanking Alexander."

At that, Emma raises her brow in suspicion, blindly reaching out for another book. "Who?"

"Oh, um," Belle falters slightly, her face garnering a pink tint before she adds, "Mr. Gold."

"_President _Gold?" Emma emphasizes in subtle disbelief, narrowing her eyes when Belle blushes even more, if that's even possible. A bout of unease settles in her stomach when she recalls the university president – who she'd only met once in her college career and preferably for the last time. Judging by Belle's reaction, she really doesn't want to know.

"So… what? Does he, like, own the store or something?"

"Something like that," Belle responds cryptically, hiding her still slightly flushed cheeks behind a curtain of hair as she continues, "Most people know he's rather… well off. He's one of the top contributors in the school's funding. I don't think half the student-run businesses would still be open if it weren't for him. Or the Mills for that matter."

Emma pauses for a split second, the name catching her so off guard she drops the book she'd been holding and allows her eyes to flicker to Belle's unknowing form. She doesn't know what to expect when she nibbles her lip tentatively and asks, "The Mills?"

Visibly more relaxed now that the subject of Gold is out of the way, Belle is all too happy to comply. "Henry Mills," she elaborates, not that that eases Emma's confusion in any way. "He used to be the school's Dean back in ninety-eight, up until Leopold White replaced him. The Mills are generally known for their wealth and generous donations."

"Let me guess," Emma adds after a moment, brow creasing as she bends down to pick up the fallen book. "Any relation to Regina Mills?"

"Father," Belle confirms with a nod, and Emma wonders if there's some other long lost family member she might've missed when she had done her research. "Professor Mills actually donated a large sum to the local animal shelter just the other day; kept it from closing down. I honestly don't see why people talk about her the way they do. She's really rather kind."

Emma's gaze is drawn to her shoes as she murmurs a quiet, "Yeah," before clearing her throat. Thinking of Regina now as she has been for the last several weeks, Emma wouldn't go so far as to call her kind, but… _misunderstood_.

On the other hand, maybe 'kind' isn't entirely off either.

"What happened to her father?" Emma asks after a long moment, realizing that while she has _some _knowledge on Regina's family history, Henry Mills had been nothing but a blank page in the library's archive.

"From what I know, he was the president for two years before he was placed under permanent leave," Belle explains with some uncertainty, her lip twitching into a soft frown when she says, "Died of a heart attack, I think."

"Oh," Emma breathes in response, because if she had been expecting anything drastic, it definitely hadn't been _that_.

"Yes," Belle agrees solemnly, nodding her head. "Tragic, isn't it? He seemed like a good man."

Emma doesn't answer, and instead shrugs her shoulders in a way that can easily be taken as disinterest, when really she can't stop thinking about how young Regina must have been when it all happened. She can't claim to know what it feels like to lose a parent – Emma had gotten so used to growing up without one that the feeling now leaves her with an empty void in her chest whenever she thinks what _if_. Her last set of foster parents had been far more genuine than any of the others she's had in her lifetime. Still _are_, considering they've kept in touch with even after she had dropped out of high school.

But she wouldn't exactly call them _family_.

So to have that in your grasp and lose it so suddenly… Emma can't imagine what that feels like. Only… in a way she does, if the parents that had replaced her with their own kid when she was only three is anything to go by. But that's a different story.

The thought continues to plague her as she's reminded of Regina's normally scornful demeanor, whose scowl could turn pierce through anyone's barriers with a single look. Had she always been like that? Would she _still _be if Emma hadn't made the efforts to call a truce for –

Whatever they have going so far?

Emma's silently mulling over the notion when she finally places the book she had dropped back onto the cart. It's thick and heavy and if she hadn't bothered to glance at the tattered spine, she wouldn't have noticed the title scrawled over the binding in faded gold ink.

Emma's face unconsciously lights up as she flips through the worn out pages, and she doesn't think twice before lifting her head.

"Hey, Belle?" she calls, waiting until the other girl peers up at her as Emma takes this as her chance to raise the book in the air.

"How much for this one?"

* * *

The final days of January are cold and bitter, quickly morphing into February before Emma takes the time to realize she's an entire month into the new semester, and no closer to getting over her infatuation for Regina than she had been… a month ago.

If anything, it's gotten _worst._

It's easy to tell when she finds herself staring again during class, her eyes permanently latched onto Regina's face even when her mind can't keep up with anything the older woman is saying. She tends to lose focus when a lecture runs for over twenty minutes, and this one has been going for well over an hour.

It doesn't help that Regina's voice might as well be _oozing _with sex, either.

Sighing into her palm, Emma's latest attempts to wrench her gaze away fails when Regina suddenly meets her eye, mask of indifference firmly in place as she continues on with her speech without a hitch. But if there's anything Emma's learned in the last several weeks, it's how to read this woman's expressions even in the blankest of looks. And it's hard to miss the amused twinkle in dark eyes when Regina holds her gaze for a fleeting moment, or the smirk threatening to break loose as she looks away.

By the time the bell rings, Emma's nerves are jumping every which way, her chest tight with anticipation as she slowly begins to pack her things. Ignoring Killian's blatant leering aimed her way, she pretends to rummage through her bag for the next several minutes until, finally, the last student closes the door behind him, leaving Emma alone with Professor Mills.

She's at her desk, her stare fixed on her laptop and doesn't offer Emma a second glance when she says, "Careful, dear. Any more of these pseudo help sessions and I'll be prone to believe you enjoy my company."

It's not the only time Emma had stayed after class, standing before Regina only to have a full-fledged _conversation_ with the other woman. She had made the excuse of needing some help with the next debate assignment the first time, except she had blanked out and made a complete fool of herself in the process.

Luckily for her Regina doesn't think she's a _total _idiot. Just… an idiot.

"Maybe," Emma offers with feigned confidence, leaning back into the edge of the table as she faces Regina. "And if I do?"

Regina looks up at this, an odd mix of… _something _flashing over her eyes before she stands and stares at Emma expectantly. "It would certainly be a surprise when I can hardly get you to pay attention in class."

"I pay attention," Emma counters quickly. "I just… get distracted easily."

"Really now?" Regina utters in that tone that suggests she's far more amused than impressed. "I suppose this 'distraction' could be resolved if you spent more time focusing on your work, rather than my face."

Emma's eyes nearly bulge out of their sockets before she hastily says, "I don't –" only to cut herself off with a flush. "You can't seriously blame me for that."

Regina arches an eyebrow, arms folded across her chest. "Oh?"

"_Yes_," Emma declares somewhat hotly, maybe because her face feels like it's on fire and she's angry at herself for falling into this. "I mean – _no_. Just… have you even _seen _yourself? You're like, crazy beautiful."

And _ho-_ly shit. She's flirting with disaster.

Emma immediately clamps her mouth shut, so tightly that she's pretty sure she can taste her own blood from where she'd accidently nipped her cheek. She pushes aside the sharp pain to stand still for a long minute, wondering whether she had actually said that out loud, because as far as flirting goes, her advances had always been subtle; never enough to conjure any suspicion or panic. It was harmless and fun and _this _just makes everything more real than it should be.

And apparently Regina notices it, too, if her wide-eyed look of astonishment is any indication. But it doesn't contain the disgust Emma expects, or even discomfort. Instead she licks her lips and watches Emma closely with barely veiled interest, her initial surprise slowly turning… coy?

Nah. There's definitely some smugness in there.

"Uh…" Emma trails off hesitantly.

"Ever the charmer," Regina quietly teases, still watching her with an expression that causes Emma's heart to surge straight to her throat. "Frankly I didn't think you were capable of compliments."

"I could say the same about you," Emma grunts back, even though she can all but feel the back of her neck burning in embarrassment.

"Oh, believe me, dear. I know how to pay a good compliment," Regina informs offhandedly. "That is, if it's well deserved."

"Must not come up that often, then."

"Ideally, no," Regina agrees in humor, before stating, "But I'll make an exception. Take you, for example." Emma feels her shoulders stiffen, instantly growing wary when Regina leans forward over her desk and pins her with a studious look.

"You're incredibly stubborn," Regina continues, lips curved upward when Emma simply cuts her a confused frown. "It can certainly work out in your favor, however. It shows how self-sufficient you are, whereas most people back down the second a problem arises. You're exceptionally bright if your work ethics are anything to go by. Intuitive. Passionate. Amicable… when it suits you, and if we're going by physical attributes, attractive."

Emma fights back a shiver as Regina pauses, her eyes trailing down Emma's body, presumably drinking in the sight of her standard skinny jeans and leather jacket. She suppresses the urge to fold her jacket in place, as she hadn't been able to do laundry this week and a black bra doesn't exactly mesh well with a white tank top. But Regina's gaze lingers nonetheless over her chest, almost as though she were checking her –

_Oh_.

"Very much so," Regina adds as an afterthought, dark eyes flicking back to Emma's face. And if Emma wasn't so stunned she might've been thrilled by this new aspect.

The warmth in her chest begins to pool lower, though, a wave of heat surging through her stomach and she tries hard not to think about what any of this means; what it would mean if somehow, some _way _Regina is attracted to her, too, and if she would mind if Emma were to cross the distance between them now and hike up that skirt she's wearing and fuck her against the –

"I got you something," Emma practically squeaks, clearing her throat through all the taunting visuals in her head that are leaving her flustered and… uncomfortably aroused.

Face flushed, she digs through her bag and takes out the large, battered book she'd found at the bookstore, the words _Once Upon a Time_ catching her eye beneath the overhead light before she timidly slides it over the desk.

At Regina's questionable gaze, Emma hastily explains, "You told the class once that you were into the Brothers Grimm at one point." Understanding doesn't seem to dawn on Regina, and Emma sighs. "It's a compilation of dark fairytales from around the world. I figured you might like it, since… it's your birthday, right?"

Regina's eyes widen a fraction in response, her brow furrowing in bewilderment as she asks, "How did you –"

"Lucky guess," Emma fibs and smiles tightly. She hadn't thought that part through to be honest, and there's no way she's going to admit that the only reason she knows is because she'd been stalking Regina over the internet.

"So… happy birthday."

Regina doesn't say anything. There's a crease over her forehead from where her confusion is still apparent, though Emma guesses it's for a different reason if she's being stared at like she has two heads. The resulting silence has her swaying on her feet and feeling slightly queasy under Regina's scrutiny.

She totally fucked this up, didn't she?

"I'm sorry," Emma blurts out suddenly, unable to stand the silence any longer. "I can take it back. I just thought –"

"That won't be necessary, dear," Regina interjects in a voice that's strangely hoarse. She runs a hand over the book, steering her gaze away from Emma, and Emma can't tell if she's imagining the way Regina's eyes seem to glaze over as she adds, "This was… very kind of you."

And then, so softly she almost misses it altogether, Regina smiles warmly at her and says, "Thank you, Emma."

It's the combination of that smile and the use of her first name that sends Emma's heart reeling in her chest, her skin tingling in the aftermath of seeing Regina smile at her like _that _and she might just be a little drunk off all the nauseating emotion.

Biting her lip, Emma returns the gesture with a goofy grin of her own. "You're welcome."

The grin stays plastered on when Emma's eyes remained locked on Regina's, neither of them looking away. There's an intense pull in Emma's chest that she half-heartedly dodges by being the first to break the gaze, short of breath, before lifting her bag over her shoulder and taking a small step back.

"I guess I should… you know."

"Leaving so soon?" Regina inquires, somehow managing to sound both disinterested and, if Emma didn't know any better, disappointed.

"Um… yeah," Emma shrugs as casually as she can, though inwardly she's brimming with nerves she fails to hide in her fumbling hands. "It's supposed to snow today. I've gotta walk back home before the storm hits."

"I see," Regina observes noncommittally, drawing out the words with a pensive glance towards her desk and Emma has no idea what that's supposed to mean. Finally she stands tall, looking regal and disturbingly seductive with her next words.

"Care to join me for lunch?"

* * *

Once Emma is able to get over her initial reaction – ok, so _yeah_. She'd been stunned speechless by the invitation – lunch goes surprisingly… well. They forgo Granny's in favor of a small deli just outside of campus grounds, for reasons Emma guesses has everything to do with the awkward situation that would manifest if they were to be seen by other students, and less to do with the diner's 'repulsively fattening burgers.'

The little deli seems to appease Regina enough to stop the complaints, though, luckily for Emma, even if everything on the menu seems to be nutritional and definitely _not _in Emma's tastes. She decides to leave that begrudging aspect out for now and settles for watching Regina study the menu.

"How old are you, anyway?" Emma asks out of the blue, mentally slapping herself for the stupid question. Like she doesn't already _know_.

Peering up from the list, Regina arches a perfectly shaped brow, lips pursed in an unimpressed fashion. "Didn't your mother ever tell you never to ask that of your elders?"

"I wouldn't know," Emma says dryly, taking a sip of her beer. "Foster kid, remember?"

Regina's lips part momentarily in what Emma assumes is shame, clearly only just remembering their conversation the last time they were 'dining' out, except the circumstances right now are entirely too different to compare. It's the easygoing atmosphere and that look of apologetic acknowledgement that relieves the tension off Emma's shoulders.

"Besides," she begins again, this time calculating her response carefully. "I wouldn't call you an elder. You're not _that_ old."

"I'm only thirty, dear," Regina says nonchalantly, and to Emma's surprise doesn't admonish her for prying. "The prime of one's life, for most people. I never said I was _old_. Certainly more so than you, however."

"Only by eight years," Emma points out, a little defensively. Regina simply stares at her. "I'm twenty-two."

"Yes," Regina drawls, rolling her eyes, but there's a weird edge to her tone that Emma can't quite decipher. "I know how to count, dear. Would you like a big girl's hat to go with the alcohol as well?"

"I think I'm good," Emma deadpans, though it doesn't stop the visible smile she has breaking over her face, because _fuck_ if she doesn't actually enjoy this teasing side over Regina's normally stony demeanor. "How did you get into teaching?"

The question seems to startle Regina, either due to the random change of topic or simply because she hadn't been expecting it. Either way her eyes narrow in on Emma as she says, "If this is you trying to start some juvenile game of twenty questions –"

"I'm curious," Emma replies as a foothold. She doesn't dare add that that might've been exactly what she'd been going for. "Seriously. I mean, since I've been here, most of the professors are either old or some type of deranged. That's pretty much why Doctor Whale supposedly 'retired,' isn't it? But you…"

"Really, dear," Regina argues lightly. "I don't see how that's any of your business."

"I'll tell you something about myself."

"And what makes you think I'd care to know?"

But Emma merely shrugs. "Worth a shot," she states with a cheeky grin, one that instantly sobers at Regina's expression; entirely too straight-faced to be considered amused. Staring down at her lap, Emma takes a long sip from her drink and sighs.

"I never graduated high school."

It's obvious to her that Regina hadn't been expecting that. Slightly widened eyes shoot up to meet Emma's from across the table, but otherwise doesn't regard her with the same look of judgmental concern that most people grant her when she gives in to questioning – not that she normally _does_. But Regina's gentle curiosity is nowhere nearing probing or critical, like she's just waiting for Emma to continue without the assumptions. Like she _knows_ what it's _like_.

And Emma can never be more grateful.

"I dropped out right before my senior year," she elaborates, nervously twirling a napkin between her fingers while completely avoiding Regina's gaze. "At the time I was with my current foster parents. They're nice people, you know. Nicer than any of other ones I had, but they were also kind of… suffocating. My whole life I've always felt that way, like I never really belonged, which, I mean, makes sense when I'd been moving around a lot. So one day I decided I had enough, and the summer before my senior year I ran away."

Emma pauses briefly to gather her bearings, her gaze incidentally flickering up to find Regina's. While the eye contact is admittedly terrifying as it is, the small smile Regina sends her way eases Emma's nerves enough to continue.

"I hung around Rhode Island for a bit, spent some time in Boston," Emma carries on. "Eventually I got into it with the law and… I guess you could say that's where the inspiration for criminal justice comes in. I took my GED when I was nineteen, applied to a couple of places until one of them finally accepted me. And now I'm here."

The last part is stated through a shrug of nonchalance, except Emma's not really sure how to proceed now that she has that out in the open and Regina is still regarding her with that gentle look of understanding.

"And now you're here," Regina repeats kindly, smiling a little.

"And now I'm here," Emma agrees, matching Regina's smile with her own. "Can't say I regret any of it."

She doesn't receive a response that time, which Emma half anticipates when Regina appears to be lost in her own thoughts, a long but not uncomfortable silence drifting between them. Emma settles back into her seat and waits; for what, she doesn't really know. But the answer comes fairly quickly with Regina's next statement.

"Teaching had never been something I considered doing with my life," she says, her eyes gathering that glaze-like shine Emma had already seen once today. "Or particularly enjoyed. When I was younger I had dreams of becoming something… of my own tastes. A writer, perhaps. A simple life tending to the horses on my land."

"So why do it?" Emma asks before she can stop herself.

Regina falters and looks away, and this time Emma really does consider slapping herself, or at least ramming her fist in her mouth because _damn it_, she needs to learn when to _shut the hell up_. But she does neither, and again waits patiently for Regina's response.

"Family has a tendency of holding you back," is all Regina says.

Emma blinks in confusion, but doesn't comment on the remark or question its significance. Judging by the solemn shift in the air, it's time for a change of subject.

She holds out her beer bottle in offering. "Want some?"

Regina's face automatically scrunches up in distaste, though the lingering flash of relief that passes her expression is hard to miss. "I don't _do _beer."

Emma leans back in shock. "Like, at all?"

"Why would I?" Regina counters, in that haughty tone of hers that would've driven Emma mad a few weeks ago. Now it's just sort of… cute. "They all taste the same. Bitter and awful."

"I'll have you know it's an acquired taste," Emma shoots back, tipping the bottle over with a wide grin. "And I bet you've never even had this one. Come on. Try it."

"Absolutely not."

"Please?" It slips out before Emma has the sense to clamp her lips shut, serving as an even greater embarrassment when she tries to counteract the display with a pleading pout. She can't even remember the last time she acted this childish.

Regina stares at her with an unreadable expression, her gaze flicking to the pout formed over Emma's lips before snapping back up. Finally she sighs.

"Very well," she murmurs, reluctantly accepting the bottle in her hand with absolutely no intention of hiding her disgust. Emma observes the scene in amusement, the way Regina crinkles her nose upon taking a whiff.

"It's not going to drink itself."

Flashing her a dark look, Regina scoffs and tilts the bottle back, taking a graceful but surprisingly large sip.

And promptly coughs it right back up.

"Oh," she gasps, her face taking on a look of complete outrage. "That is _vile_."

Emma can't hold it in any longer – the sight of Regina spewing out the drink like it's poison is permanently marred in her brain, and bubbles in her stomach as she throws her head back and _laughs_. It echoes loudly in the small room, causing the few other patrons nearby to whirl around and pin her with irate glares. But she doesn't care. She honest to god doesn't, because it's the first time in a long time she's ever felt this… _free_.

"Are you quite done?" she hears Regina ask somewhere in the midst of her dying snickers, in time to see the older woman quirk an eyebrow at her.

She doesn't _look _annoyed, which is definitely a relief. In fact, the annoyance Emma had expected to see is replaced by a sense of mirth, as reserved as it is. Her eyes are alight, watching Emma closely with a sort of tenderness she'd never seen before, and Emma has the distinct feeling that she's holding in her own laughter.

"If you're no longer trying to poison me, perhaps we can finally place our order."

But Emma just snorts, shaking her head before gesturing to the bottle. "Are you going to finish the rest of that beer?"

* * *

It starts snowing that afternoon, and the rest of the days following lunch with Regina. While Emma enjoys the cold weather, she manages to find a ride to and from campus with Mary Margaret's help, occasionally Ruby's, and in the even _rarer _occasion, Regina's.

And, for what it's worth, Emma doesn't have the slightest clue what any of it means.

Since the impromptu luncheon, she's developed the habit of staying after class, finding ways to converse with the other woman in any way that she can. She can't help but think that it has to mean _something _that the brunette would willingly extend this olive branch between them into something resembling friendship. She's found herself dangling on a thin thread between many different notions; two of which include common sense, a concept she hasn't seemed to grasp yet when participating in dangerous levels of flirtation with your professor, and that feeling in her gut she likes to call human nature.

Because there's a difference between harboring a crush for someone, knowing nothing would come of it, and developing genuine _feelings _for that same someone, and debating on the risks of actually pursuing it. It'd be stupid of her to try. Hence the common sense.

It isn't like she knows for sure Regina is concealing anything besides a potential mild attraction, if _that_.

But then there's that tug in her chest, the desire that resurfaces every time she so much as _looks _at Regina. And it's driving her fucking _insane_.

"Emma," Mary Margaret's voice drifts by without acknowledgment on Emma's part, though that might be because she hasn't been paying attention; still isn't, actually.

She's sitting by the window sill in her apartment, waiting for the snow to slow down enough so she can shovel through the driveway. Her neighbor is an elderly lady named Betty, whose dying wish is to finish off her final years with a college degree, something she hadn't had the chance to do when she was younger. Emma had promised she'd clear the parking lot for her in case she has trouble getting her car to move through the heavy snowfall.

"Emma," she hears again, this time right by her ear, and Emma startles briefly before turning her attention to her roommate. Mary Margaret's wide-eyed gaze softens in concern. "Are you okay?"

"Yeah," Emma says quickly, blinking through the haze muddling her thoughts. "Why wouldn't I be?"

"You've been staring at the window for over an hour."

Emma's brows furrow as she turns back to the window. Had it seriously been that long?

"Do you want to talk about it?" Mary Margaret asks after a moment, when Emma doesn't respond. Her tone is soft and hesitant, but firm in the way it usually is when she's adamant about something. "I'm always here to listen."

Emma shakes her head, the words 'I'm fine' hanging off the edge of her tongue until she purses her lips, because, really, she's _not _fine. Not even close. And maybe getting the truth out of her chest will help.

Well… _partial _truth, anyway.

"What do you do," Emma begins tentatively, as she isn't too sure how to phrase the question, or what to ask for that matter, "when you're attracted to someone who's… unattainable?"

Mary Margaret's expression doesn't change in the slightest, though there's a thoughtful crease just above her brow as she takes a seat on the opposite end of the window sill.

"Is this about you?"

Emma bites her lip. "Say… a friend."

Her roommate doesn't look convinced, but doesn't call Emma out on her bullshit either. "Okay," she mutters. "So this… friend. Do they have feelings for someone who's already taken? Because, as you know, David was dating Kathyrn before we ever got together."

"That's different, MM," Emma points out. "David was already in love with you way before any of that happened. And… just, the situation here's not the same."

"Oh," Mary Margaret mutters, forehead creasing. "So he's single?"

Emma only stares at her as she ponders over her next response. "She."

The brunette doesn't bother hiding her surprise as she all but gasps, "You're gay?"

"Seriously?" Emma grits out. "That's the first thing you get out of any of this?"

"No, Emma," Mary Margaret rushes out, taking Emma's hands into her own. "I didn't mean anything by it. It's just, when Ruby said –" And then she pauses, brown eyes losing focus for a moment until the second her face lights up in realization. "Oh my god," she breathes, following Emma's puzzled gaze with astonishment. "This is about your professor, isn't it?"

"What the hell did Ruby tell you?"

"Nothing more than you need to be worried about," Mary Margaret softly assures, her hands never leaving Emma's even as the blonde tries to wrench them away. Her roommate squeezes them then, pulls them forth into her lap and in an even quieter voice, says, "You could've told me. You know I would never judge you."

"I don't want to talk about it," Emma whispers, allowing the small comfort in the form of her roommate's hand wrapped warmly around her own. She's almost glad the brunette hadn't tried to pull her into a full body hug, as she's typically known for in moments kind of like these. As welcoming as they (sometimes) are, Emma isn't in the mood to be pitied.

"Please, MM."

Mary Margaret observes her for a long minute, eyes darting back and forth across Emma's face in a manner that appears to understand the pleading edge in her voice. Slowly, she nods and releases Emma's hands from her grasp before standing up.

"I know you probably don't want my advice," she starts, putting a hand up when Emma gets ready to interrupt, "But whether she feels the same way or not, think about the repercussions. There's more on the line here than an unrequited attraction. Her career is, too."

Squeezing Emma's shoulder, she then adds, "Just be careful, Emma."

And with that, she turns around and closes the door behind her, leaving Emma to her own devices.

And feeling more conflicted than ever before.

* * *

"I hope you realize the folders go _inside_ the cabinet, not the other way around."

Emma pauses her movements to glance up, her gaze snagging onto Regina's from across the room, who's sitting behind her desk with a nonchalant casualness about her demeanor and it's kind of grating on Emma's nerves. But she refuses to back down even as the older woman eyes her up.

"I'm getting there," Emma huffs, though not in the unpleasant way, like she would if either of them was serious. "This whole thing would go by a lot faster if I had some help, you know."

"And relieve you of your misery?" Regina chides playfully, tilting her chin forward into her clasped hands. "Now where would be the fun in that?"

Emma rolls her eyes, managing to contain her scowl in place for effects, when inwardly she's smiling at the jesting Regina takes on. Turning back to the papers she has scattered all over the floor, most of which still need to be filed in their appropriate cabinet, she frowns.

Fifty done, two hundred more to go.

The rest of the week had passed by in a blur, much faster than Emma had anticipated when it feels like only yesterday that she had that conversation with Mary Margaret. It closed in on her so quickly that by Friday afternoon, she's not entirely sure how she's ended up in Regina's office.

Except that she _wanted _to.

"You are allowed to take a break, dear," Regina assures from the side, sounding significantly more sincere than she had a minute ago. "I won't have you burning holes into the paperwork if you're going to insist on glaring at it all afternoon."

"Right," Emma murmurs, more to herself. The thing is, she'd been hell-bent on using the paperwork to distract herself from Regina's domineering presence. Now it seems like she can't concentrate on anything _but._

From her peripheral, she can make out Regina's form as she stands and makes her way around her desk, stopping in front of the wooden cabinet. "Would you like something to drink?" she inquires over the sound of glasses clanking over one another. "You look like you could use it."

"What's that supposed to mean?" Emma asks, straining to keep her gaze settled on the spot above Regina's head, and not over the older woman's form. She's wearing a dress today; the gray one Emma had immediately dubbed as her favorite because of the way it clings to her hips, and Emma finds it even harder to ignore the shivers accompanying the spike of arousal curling in her belly as she pointedly looks away.

Digging through her bag, she takes out the spare jacket she keeps tucked away in a pocket and shrugs it on. Better warm than cold.

"It means," Regina drawls, back still turned, "That you have been rather tense all week."

"No I haven't," Emma instantly denies.

"You forget, Miss Swan, that I'm much more perceptive than most people think," Regina surmises, and with one final clank of glass, she puts the bottle down and turns around. "Granted, you're also a terrible liar."

Just as Emma is about to retort, Regina stops short midway across the room and openly stares at her; or rather, stares at her _jacket_, like it's the strangest thing in the world that she's wearing it of all things. And maybe there's a certain degree of… worry?

Puzzled, Emma chances a peek at her attire, and closes her eyes in her own stupidity when it dawns on her that this isn't her jacket, but _Graham's_, from that night all those weeks ago and she's never bothered to return it. For obvious reasons. The campus security logo, imprinted clearly below the collar along with the word _Humbert_, makes it glaringly noticeable.

Regina appears to shake out of her reverie, and doesn't mention the jacket as she steps forward and hands Emma her glass. Her movements are stiff though, Emma notices, her smile strained when their fingers accidently brush together.

"I hope you like cider."

"Never tried it," Emma answers honestly, but takes a large gulp of the drink nonetheless. It doesn't burn her throat like the others do, the fruity tang making it more sweet than bitter, but it's also not nearly as strong as she wants it.

"There's whiskey in the second cabinet if you prefer," Regina states, apparently having taken Emma's facial contortion as displeasure. "Would you like me to –"

"No," Emma insists, and practically flings herself off her seat to the cabinet Regina had referred to. "I've got it."

Mary Margaret's words continue to plague her thoughts as she gulps down the rest of the cider, as well as Graham's, whose jacket now seems to serve as a physical reminder of all the shit she's had to process for the last month.

_Think about the repercussions._

Emma swallows hard and tries to cast away the doubt flooding her system, except the level of trepidation rushing through her veins has her fingers shaking as she grabs the bottle of whiskey from the top shelf.

_There's more on the line here than an unrequited attraction._

_Her career is, too_.

She's about halfway into pouring her glass when the bottle slips from her fingers, causing the entire thing to tilt back and land roughly on the wooden cabinet. A thick stream of the amber colored liquid gushes out and slides along the countertop, and Emma hastily tries to keep it from running off the edge with the hem of her sleeve.

"Just leave it," she hears a velvety voice behind her say, and Emma watches in embarrassment as the whiskey trickles off the edge and onto the floor. "I'll have the janitor clean it up tonight."

Regina is right beside her this time, something Emma notices immediately when the sudden warmth against her back has the blonde leaning into it. "Unless you plan on destroying the rest of my office."

Emma winces. "I'm –"

"It's a joke, dear," Regina proclaims softly, too close for comfort. Emma can still sense the other woman's presence behind her and the effects it's having on her body. "And only whiskey."

The next thing Emma feels is a slim figure drawing closer than it was before. Emma tenses in spite of the goose bumps prickling her skin, sensing the way Regina steps closer until they're barely touching. And then Regina leans forward until they _are _touching, the gentle curves of her breasts pressing faintly into Emma's back. Emma's breath quickens as she watches Regina grab a different bottle from the cabinet.

"Besides," she continues in a husky voice. Sliding down Emma's body and evenly onto her feet, Regina sits the bottle down onto the counter. "I believe _this _is what you were looking for."

Emma scans the whiskey bottle from the corner of her eye, only vaguely aware of its contents being far more potent than the one she'd retrieved minutes ago. Shakily, Emma loosens her grip on the edge of the counter and turns to face Regina, close enough that she can see the speckles of brown in Regina's eyes within the inches of space between them. She wonders if the older woman can hear her heart thundering around in her chest.

Regina, on the other hand, is studying her with the most pensive, concentrated frown on her face. Her eyes, much darker than Emma can ever recall them being, scan the blonde's face for many long moments, and it makes Emma grow antsy and excited and absolutely fucking terrified.

Just when Emma thinks she can't take the wait any longer, Regina draws back, putting some distance between them as she reaches over for the glass on the countertop and pours herself a drink. Emma watches the scene with slightly parted lips, mouth dry and a newfound warmth simmering low in her belly, swelling in her chest, and she just doesn't know what the _hell_ to do. She can still hear Mary Margaret's voice echoing loudly in her head, can still feel the heat of Regina's body pressed up against her own, and just – fuck. Fuck. _FUCK._

_Fuck it._

Regina turns around to face her again, glass in hand. "Think you can manage not to drop th –"

Maybe it's the alcohol lingering in her system, or the fact that Emma _knows_ that all of this can't _possibly _be in her head. Either way she finds herself reaching for those few extra inches, grabbing blindly for the side of Regina's face.

And Emma kisses her.

Her lips press hard against Regina's, one hand cupped around her cheek, the other finding the counter just around the brunette's waist. Regina immediately freezes, her body going rigid and hard, and Emma can feel rather than hear the sharp gasp of surprise hitching against her throat.

For several seconds neither of them makes a move. Emma's mouth is still pressed firmly over Regina's lips, her heart seizing in panic when she feels a hand curl around her shirt, ready to push her away. Instead the unthinkable happens.

Regina kisses her back.

The hand she had clenched around her shirt grips Emma tighter, sliding up to cup the back of her neck and pull her closer. It's that unexpected movement that has Emma breathing out her own gasp of surprise, which is quickly muffled by Regina's lips moving hungrily against her own. Her body lurches and arches into Emma's as Regina's back collides with the countertop. Their bodies press together, causing a low moan to erupt from Regina's throat and vibrate against Emma's tongue.

The sound of it sends waves of unbearable heat cascading down Emma's spine and pooling between her legs. Inching her hand away from Regina's face, Emma allows it to settle over the fabric of Regina's curves, her breath snagging roughly in her throat when Regina suddenly grasps at Emma's waist and whirls them around.

Her backside hits the cabinet with a loud thud, emitting a pained hiss through Emma's teeth that is quickly drowned by Regina's mouth. She feels her hips being shoved further against the edge, pinning her in place as Regina molds herself into Emma's heat. Her hands dart out to curl around blond hair, sweeping across the back of her neck briefly before Regina slides them down Emma's sides, around her thighs and over the soft swell of Emma's ass as Regina squeezes it through the jean's fabric.

The resulting moan that echoes through Emma's mouth is almost carnal, and is cut off too quickly to be considered real. Because all too soon Emma's eyes flutter open as the warmth of Regina's body leaves hers.

Breathing heavily, Emma looks up and takes in the sight of Regina's tense face several feet away, her eyes clenched shut and lips, while red and swollen, turned down in a scowl of sheer frustration. The momentary panic that sweeps over Emma dissipates as she notices the rise and fall of Regina's chest; fast and short, like Emma's racing heartbeat.

She takes a step forward. "Regina?"

When Regina doesn't respond, Emma hesitates and takes another step forward. "Professor Mills?"

_That_ seems to catch Regina's attention. Brown eyes shoot upward and latch onto Emma's in a piercing stare, one so fierce that Emma nearly staggers back.

"You need to leave," Regina finally grinds out, voice hoarse and dripping with the magnitude of her anger. Whether it's being aimed at her indirectly, Emma doesn't know. But the panic immediately settles back in.

Emma blinks over the sheen of wetness in her eyes. "I –"

"I said," Regina grits out, rounding on Emma in a mask of pure fury, "_Leave!_"

This time Emma really _does _stagger back, her backside coming into contact with that stupid cabinet until she comes to her senses. Blood rushes into her ears, and it takes every ounce of her willpower to shove her confusion aside and let her fear take over. She rushes to the other side of the office, grabs her bag, and without a second glance flees the room in her haste to get away from Regina's seething glare and kiss-swollen lips.

She never looks back.


	5. Chapter 5

**Title: **Butterfly Effect

**Author: **misscanteloupe

**Rating: **M

**Summary: **Emma finds herself several credits short from graduating on time, and has no other choice but to take up an extra course. It wouldn't be much of an issue if she wasn't so attracted to her new professor. AU Swan Queen

**A/N: **Warning, there's some Captain Swan in this. And a tiiiiiiny bit of Outlaw Queen, if you squint. Endgame is always Swan Queen

* * *

Her fingers feel cold and numb when she raps on the door, tentatively at first, because she isn't too sure if she has the address right. And then more surely as the wind picks up and she's forced to wrap her arms around her shivering frame.

When the door finally opens, Graham's wide-eyed stare observes her in disbelief and definitely some confusion. "Emma?"

"We need to talk," is all Emma says, and abruptly pushes past him into the apartment without another word, away from the bitter cold.

Inside, the apartment is much smaller than Emma had anticipated, having lived in a two-room suite for the last two years and she wonders if this means Graham lives alone. It wouldn't be a surprise – for as long as she's known him, he's always been somewhat of a loner.

She settles in what she assumes is the living room and waits for Graham to follow her in, which he does a minute later with the same shell-shocked expression plastered over his face. Emma doesn't wait another second. Shrugging out of her jacket – _Graham's _jacket – she bundles it in her fist and shoves it at him.

Graham catches it before it hits his face and tosses her a bewildered look. "What –"

"I need you to tell me what happened between you and Regina," Emma gets straight to the point, ignoring the shivers that rake her frame, down to her snow-soaked boots. She had just walked an hour and a half to get here, not to mention the other hour she'd spent manipulating the security chief just to find out where _here _is.

It's now nearing ten o' clock, her heart is still racing and for the life of her she can't stop replaying the scene that happened not even three hours ago.

She feels her knees sway and crumble below her as she flops onto the nearest couch. Her mind seems to comprehend the severity of this whole situation, but doesn't bother to acknowledge the tingling in her limbs caused by her nerves going haywire. She doesn't even feel cold anymore – just… numb.

"Here," Graham says after a long minute, or has is it been only a few seconds? "Let me at least get you a blanket –"

"Don't," Emma demands firmly, the first time her voice doesn't waver. She takes a deep, quivering breath before raising her head to stare at Graham expectantly, whose entire demeanor hasn't changed. She doesn't have the time or the energy to ease him of his worries at this point. "We're going to talk about this. Right now. And you're going to answer me. No more bullshit."

It takes him a moment to digest the words, his face shifting from confusion to concern. "Emma," he says slowly, edging his way closer until Emma can almost smell the minty soap she faintly remembers – strong. Masculine. "What happened?"

Emma's chest is heaving – her heart pounding against her ribcage so hard she has to level a hand against her chest, as if that'll do a thing to control it. She feels the lingering traces of her tears resurfacing over the corners of her eyes, dry against her cheeks, and she hastily wipes them off before staring resolutely at the ground.

Her next words are quiet, hesitant in the way that should be kept in secret if Emma's wasn't so sure they could _break _her if she did.

"I kissed her," she admits, her voice strained and raspy. The sound of it reminds her of Regina's for a moment, and the thought of _that _sends her heart reeling right back against her chest. "I kissed Professor Mills."

Emma doesn't glance up to see Graham's reaction – she can already envision it in her head. It's the same one she'd be enduring right now if she wasn't frozen in shock from the aftermath of what might've been the greatest thing that has ever happened to her.

And the worst.

"You…" Graham trails off in what sounds like complete awe, prompting Emma to look up and meet his gaze. "You kissed her? You kissed _Regina_?"

Now _that _sounds like every bit of the typical Humbert reaction. Emma holds back a snort in spite of the dire circumstances surrounding her and shakes her head. "It gets worst."

"_How_?"

"She kissed me back," Emma confesses lightly, a huge difference from the severity in Graham's tone when, inwardly, she feels like a stack of bricks has been placed inside her stomach. She curls a fist over her lower belly and holds back the urge to succumb to her nausea. Instead the feeling swells in her chest, bringing her tears back to the surface, and she lets out this pitiful little sob that would've had her whole body burning in embarrassment if she cared at all.

She doesn't.

"I fucking _kissed _her, Graham," she chokes out, angrily wiping a hand over her eyes. "And she kissed me _back_. That's the weird part, isn't it? I kissed a professor and – _god_. I'm going to hell for this."

When Graham doesn't respond, Emma only sniffles and slips her feet out of her shoes, curling them to her side. Every inch of her skin feels like it's on fire now, drawing her in to this notion of hell and it's all fucked up, especially because she's never been religious.

"I never meant for it to happen," Emma continues, acknowledging Graham's silence as permission to vent. Or a state of shock. Either way she goes on. "It was just _there_. This… this _attraction _and it was never meant to go anywhere. I didn't think it could. But then she started showing these – these _signs _and I had to know for myself. And now I do and she pushed me away and… _jesus_, Graham. What the hell have I done?"

"You did nothing wrong," Graham calmly assures her after what Emma assumes is stunned silence, but he breaks the tension by crossing the distance between them and placing a hand over her shoulder. "Emma. Believe me. You can't place the blame on something you can't control."

"You don't get it."

"Don't I?" he asks wryly, and Emma gets the feeling there's more to that statement than he's letting on. "Like I said before, Regina is a complicated woman. I mean, don't get me wrong. When you asked about her, I didn't expect _this_. But… I get it. I do."

It's Graham's turn to shake his head as he drops his hand from Emma's shoulder. Taking a seat on the sofa by her side, he makes sure to keep a proper distance between them, heaving out a sigh that makes him sound much older than he really is. Emma can't help but look at him a little differently then – this isn't the same guy who used to let her sneak alcohol into her dorm room before she was even old enough to drink. The guy who used to play darts with her when she _was_, the one she used to think she could see herself spending the rest of her college years with, and maybe even beyond.

They're two different people now. Graham – with his scruffy face and kind demeanor. And Emma, who is about as lost as she was when she was three years old and being forced out of the only home she's ever known by a replacement kid.

"We had an arrangement," Graham explains in excruciatingly vague detail that Emma literally has to clamp her lips shut to refrain from blurting out a response. "Not a relationship, exactly. Regina was never the affectionate sort. It worked for a while, though, this thing we had. Until it didn't. She called it quits just before the semester started. Said it was unprofessional of her to be sleeping with a faculty member, even if there's nothing in the handbook that says it's against the rules."

Emma winces noticeably at the phrasing. The idea of Regina _sleeping _with anyone, past tense or not, has her chest tightening in what can only be explained as jealousy. She feels her eyes shoot daggers at Graham before she can stop herself.

He raises his hands up in a yielding manner. "It was a mutual decision between two consenting adults," he defends. "That's all it was. What you're going through is different, Emma. You're still a student here. You can get expelled. _She _can lose her job –"

"You think I don't know that?" Emma grits out, clenching her jaw. "Why do you think I'm freaking out? I never thought – I didn't –"

Emma pauses and falls into a brooding silence, one where she finds herself reliving the events of what happened in that office just a few hours ago. She can still feel Regina's warmth against her skin, the heat of her hands as she tugs Emma closer and latches her mouth onto hers. It's hard to believe she hadn't imagined it.

But she can smell Regina's perfume even now, faint as it clings to her clothes like a never ending memoir of her own life. And she knows there's no way she could've imagined that.

"I don't think I can forget about that kiss, Graham," Emma says softly, so gently she might've not said anything at all. A choked laugh bubbles up in her throat and she's ashamed to admit that it sounds more like a sob. "She pushed me away. She kissed me _back_ and then told me to leave and – what the hell am I supposed to take from that?"

"Emma –"

"What the hell does she expect me to do? Forget like it never happened?"

"Yes," Graham says unexpectedly, driving Emma's tear-stained gaze back to him in a look that's clear she must've misheard him. But Graham's face is unusually somber, and Emma doesn't think she wants to hear the rest of what he has to say.

"I can't tell you what to do, obviously. But I can tell you I know what it's like. You're playing with fire here, Emma," he continues anyway, heedful of her torn expression. "I know Regina, and if there's anything she needs to have, it's control. Just… give her some space. Let her call the shots."

"And then what?" Emma mumbles, stiffening slightly when she senses Graham's hand on her shoulder again. But instead of moving away, she leans into the touch, accepting whatever form of comfort he can offer. Even if it's not from the person she wants it from.

"I guess we'll just have to wait and see, won't we?" Graham assures, patiently allowing Emma to take her time before she curls up at his side. The smell of minty soap is stronger from this angle, calming in the familiar sense.

"I don't want to forget," she repeats after a lengthy silence, her voice muffled by the fabric of Graham's shirt. She doesn't bother to move away.

Graham squeezes her in response and lets the silence stray between them once more.

"You don't have to."

* * *

Emma sleeps over at Graham's that night, residing on the couch when midnight approaches and she still can't summon the energy to get up and head home. She manages a short text in case Mary Margaret starts to worry, and wakes up the next morning feeling more out of sorts than ever before.

She spends the rest of the weekend holed up at the apartment once she realizes she has nothing better to do than think anyway. Aside from the occasional call she gets from Belle to come in for work, she lies in her bed and replays the kiss in her mind like a broken record, which wouldn't be _so _bad if she wasn't forced to recap Regina's incensed glare every minute of the day. The image constantly burns a hole through her chest, and then there are the times when she can't help but wonder what's going on in Regina's head right now, or back then, where her usual scorn hurt Emma more than she thought was possible.

Monday approaches too soon.

Graham's advice hammers painfully in her head through the course of her morning, and _during _class when just the sight of Regina walking through the door blows the air right out of her lungs. Emma finds herself sneaking glances more often than not, and notices for the first time the dark rims circling beneath Regina's eyes, the exhaustion that surrounds her face and looks relatively similar to Emma's own.

Not once does Regina look her way.

When the bell rings, Emma decides to overlook Graham's words just this once. She needs to apologize, if not for the guilt probing her conscience, but for the need to have things back to normal again. Or as normal as they can be considering all Emma can think about these days is that kiss.

She shakes her head in a way that does nothing to alleviate her thoughts and approaches Regina's desk with caution, mindful of the other students lingering in the room. Wetting her lips, she ignores the rapid beating in her chest and clears her throat.

"Can we talk?"

She says it quietly so no one can hear, but even with everybody scattered halfway across the room, Emma _sees _Regina tense up for the briefest second; not too noticeable when Regina's shoulders are hunched up as she leans over her computer, but noticeable nonetheless.

"There's nothing to talk about," Regina states in a voice lacking the same gentle tone Emma had used, but it's just as quiet. "I have a meeting to attend in ten minutes. So what ever questions you have can wait another day."

"I'm not here for questioning," Emma says firmly, curling her fingertips into her palms. She feels the sharp indents of nails sinking into her skin as she insists, "Look, I know this isn't a good time. But I wanted to apologize –"

"As I said before, there is _nothing_ to talk about," Regina affirms in a smooth tone, cutting it close to the level of contempt Emma knows so well. "You know my office hours, Miss Swan. Anything pertaining to this class or the communications department can be addressed there. Now, if you'll excuse me."

Closing her laptop with a final _snap_, Regina gathers her things and ignores Emma altogether, rounding the desk in a confident strut that contradicts Emma's mood entirely. Her stomach plummets down to her feet like a block of cement, only to rise back up when Regina turns around and addresses her one more time. "Oh, and Miss Swan?"

Emma lifts her head, a bout of hope stirring deep in her veins when she finally meets Regina's eye. Her face is completely void of any emotion.

"I'm revoking your punishment from here on out. Your services are no longer needed," she declares with adamant precision. "Consider yourself forgiven."

And with that, she whirls around and leaves the room. The door closes behind her with an echoing thud, mimicking the repetitive beat of the blood rushing in Emma's ears and leaving her body drained of any warmth.

She's alone.

~l~

* * *

She doesn't go to class that Wednesday, or any of her other classes for that matter. The urge to avoid Regina like she knows Regina is avoiding her is so prominent in her position to remain out of sight, it almost negates the fact that Emma _does _want to see her. But it's pointless, because Regina had made it clear that she doesn't want to see _her_, and staying in bed seems like the most viable option when she doesn't have a wide variety to choose from.

And she'd rather wallow in her self-pity anyway.

Mary Margaret sends her knowing looks during dinner, or what constitutes as dinner when she refuses to get out of bed and is literally nearly spoon-fed as a result. Her eyes glaze over in sympathy every once in a while, but she otherwise keeps to herself and deliberately refrains from mentioning anything Regina-related in their conversations.

Emma appreciates it all the same.

She attends her classes on Thursday at the risk of accidently bumping into Regina, but manages to steer clear of both the library and the communications building in time to get to work. It's a quiet evening that day that has less to do with business, and more to do with Emma's reluctance to say anything at all.

Belle notices fairly quickly.

"Hey," she calls, veering Emma's attention to the brunette standing by the doorway leading to the break room. "You okay there? You haven't said a word all afternoon."

Emma does her best to smile in reassurance, though it comes out more pained than she would like. She returns her attention to the new books they'd received that morning, lumped over a table where she quietly tries to label them all before the store closes, and says, "I'm fine, Belle."

Her smile is a little more genuine this time, if somewhat strained. "Just have a lot on my mind. The books are kinda helping, though."

"You can take your break now if you'd like. Or if you need to leave," Belle offers in support. "I can always close up the shop early. It's not like we'll be getting much business any time soon."

"I think I'm good," Emma replies, and drops a fairly new book into the finished pile. "Where did you get all these, anyway? Does the library donate to unknown bookstores?"

Belle gives her a look that openly says she's not pleased with Emma's choice of words – god forbid she ever call this place battered and _unknown_ – but shakes her head anyway.

"Professor Mills came in this morning with the donation," Belle explains, stopping Emma cold on her feet. "Said they were from the latest charity run. The funds are going towards that children's shelter just outside the city, since none of these actually pertain to children's interests, do they?"

Emma doesn't answer. She gulps down the solid force she feels wedged in her throat, mouth suddenly dry, and tries not to think about the fact that Regina had been here this morning, donating this huge mount of books that Emma has subsequently browsed through without knowing.

She feels sick to her stomach then, a large bout of nausea lurching up from her gut like it has for the last several days. Pushing aside the cart of books, Emma reels back and offers Belle an apologetic look.

"On second thought, I'll take you up on that offer," Emma announces, and hurriedly shrugs her coat back on as she makes a beeline for the door. "I'm not feeling too well."

"Wait, but Emma –"

The door slams shut with a rickety thud before she can hear the rest of Belle's words, effectively silencing them to the gust of wind blowing in from all sides. It's colder outside than it has been all week, and for once she's grateful that classes are cancelled tomorrow due to the snow storm bound to occur this upcoming weekend. It'll give her more time to think, as if that isn't all she's been doing for the last four days.

For several minutes Emma stands underneath the shadowy streetlight, considering her next destination when going home seems like the last possible thing she wants to do. But it's far too cold to be standing outside dwelling on her options, and she hears her own words thrumming repeatedly in her head, remembers Graham's face when she adamantly declared that she didn't want to forget. Forget _what _exactly, she's not quite sure anymore.

But right now, right at that moment, she _wants _to forget.

And so with a sigh, Emma tugs her hat on, clutching her coat tighter against her, and makes her way down the dimly lit sidewalk.

* * *

The Rabbit Hole is surprisingly busy for a Thursday night. The last time Emma had been here, she'd been forcibly dragged by Ruby's insistent pleas for a girl's night out. Now she remembers why she had been so stubbornly fixed on never coming back here again – the idea of seeing her classmates _outside _of a school setting had never been very appealing.

There isn't a drink strong enough to un-see the effects of what drunken, hormonal college students can do.

She doesn't linger by the doorway or cast a quick glance around her in case she's recognized, and discreetly vies for a seat near the barstools. It's hidden from general view and conveniently less crowded than most areas of the bar.

"Well, well. Long time, no see," Leroy greets her from the other end of the counter. He looks a bit unstable as he practically waddles up to her, eyes hooded but otherwise relatively sober – for now – as he asks, "What'll be, blondie?"

"Whis –" she blanches and clears her throat. "Vodka. Straight."

"Aye, aye, sister."

When he leaves, Emma takes the time to observe her surroundings. It isn't nearly as rowdy as it would be on a weekend, the music too quiet and overall mood subdued, though most of the tables are filled. She recognizes some of the patrons as other students, as well as outsiders she's seen outside of campus but aren't affiliated with the school.

She downs her shot when Leroy comes back and promptly orders another one – tequila this time, because she knows mixing her drinks can't be any worse than the empty void she feels in her chest. She doesn't want to think about what any of it means. Getting lost in hazy blaze of apathy had always been more of her forte anyway.

A burst of laughter startles her of her musings before she can chug her second drink. She looks to the opposite corner where a group of thespians sit, presumably after rehearsal if the costume and makeup are any indication. And then her eyes shoot to the door, where it opens and a rush of wind blows through and it takes every ounce of Emma's willpower not choke on air.

Because the person striding in is none other than Regina. And it's really fucking absurd how badly karma likes to shit on her on a daily basis, but _this_ is going too far.

Emma holds her breath as she watches the other woman stand to the side, only faintly aware of the man standing next to her when he closes the door and ushers her to a table on the other side of the room. Right across from Emma.

But it's the way his hand finds its way to the small of her back that has Emma narrowing her eyes. He's good looking, in a douchey sort of way; scruffy, and dressed in a brown coat and some green scarf that Emma would gladly wring tightly around his neck and strangle him with. And just… he looks like a complete ass, and _way _out of Regina's league. And judging by their close movements and Regina's flirty smile being directed at _him_, it actually looks like they're on a _date_.

At first the notion leaves Emma feeling slightly ill, prickling with the sensation of jealousy, until the realization dawns on her further and the hurt and fear spills over before she can stop it.

Regina chooses that moment to glance up, unintentionally locking gazes with Emma from behind her basket case of a date. And it definitely _seems _like she hadn't expected to see Emma there, because her eyes widen so slightly underneath the dim lighting of the room.

But it's enough for Emma's stomach to drop and she looks away. Clenching her jaw, she chugs the rest of her tequila in one gulp and coughs at the stinging sensation it leaves in her throat.

Yeah. No more tequila.

"Having some trouble there, Swan?" she hears a voice mock directly over her shoulder, and Emma doesn't bother to stifle her groan as she gestures for Leroy to get her another.

She doesn't turn her head when Killian takes the seat beside her, though she does offer him a dull glance as she says, "I will if you don't get up and walk away. I'm not in the mood."

"I would think not," Killian observes, reaching over for the empty shot glass on the counter. "If you're drinking this awful concoction."

"Now you're going to judge my taste in liquor," she says blandly, and whirls around to face him. "Go on. I'm listening."

"I could always go on about your… exquisite appearance," he points out, his eyes straying over Emma's face before he frowns. "You look pitiful, Swan."

"You wanna know what's pitiful?" Emma counters. "My fist against your face."

The threat isn't as menacing as she makes it out to be, probably because she's starting to feel the effects of the alcohol as she stumbles forward in her seat, brought upright when rough hands curl around her wrists and balance her back.

"And drunk as well, I see."

Emma huffs and wrenches her hands away. She levels him with a glare that's only halfhearted – because she just doesn't _care _anymore – and reaches for another shot glass. "That's the plan."

Before she can raise it to her lips, the whole thing is removed from her hold, leaving her grasping at empty air and she throws a scowl at the source of the theft.

"If you're going to insist on drinking, you may as well do it right," Killian smirks, motioning towards Leroy. "Some rum for the lady, good sir!"

"I don't need you to pick my drinks for me," Emma snaps.

"No picking. Think of it as a peace offering, if you will."

Emma eyes the glass set on the counter, face scrunched up in distaste. "_Rum_?"

"Of course," he states, as though he's actually _offended _by Emma's disinterest. "Rum is the solution to everything."

Somehow Emma doesn't think he's joking. Rolling her shoulders back, she decides to give him the time of day – just this once – and successfully takes a few sips of the rum without cringing. It tastes better than the tequila, that's for sure, though she can't be bothered by its contents when it's Killian's suggestion.

Setting the glass down, she can _almost _pretend she's not drinking to her sorrows until he asks, "So, Swan. Any particular reason why you're drinking worse than a pirate?"

The question draws her out of her alcohol-induced haze and leads her to peer over her shoulder, where the sight of Regina sitting at the same table, leisurely smiling at the man before her has Emma's stomach twisting in knots. Upon closer inspection, however, Emma notices the smile is definitely strained. Rigid. She likes to think she can read Regina well enough by now to know when she's not her usual composed self.

"Ah," Killian murmurs knowingly from the side, loud enough for Emma to hear. "I should've known."

Emma blinks and cranes her neck to stare at him. "What?"

"You," he states, as ambiguous as ever, and Emma resists the urge to cuff him on the forehead. "It's a relief, really. I was starting to think I was losing my appeal. Not very many women turn me down quite as diligently as you do."

"What the hell are you talking about?"

"You, my dear, and your specific preferences," he elaborates, only to roll his eyes at Emma's bewildered frown. "You prefer the company of women. What is that ridiculous term they call it here?" he asks, face twisting. "A lesbian?"

Emma's eyes nearly pop out of their sockets before she angrily declares, "I'm not gay!"

"You certainly are for her," Killian motions with his head – towards Regina, Emma assumes – and the gesture alone has her blushing hotly. He continues to stare in that direction, scratching his beard in thought. "That would explain all the staring."

Emma swallows thickly. "What do you mean?"

"Aside from all those moments you've spent in class undressing our dearest professor with your eyes," Killian explains, tossing her a devilish grin when Emma blushes even harder. It has to be the alcohol. "She hasn't been able to take her eyes off us this entire time."

Emma freezes.

"Or _you_, rather," he goes on, unaware of Emma's stunned silence. "Unless you'd like to count the cutting glares she's been sending my way."

Emma honestly doesn't know what to say to that, so she doesn't say anything at all. Although the urge to check over her shoulder and confirm his suspicions sets her veins ablaze. She chances a peek despite every cell in her body telling her _not _to, and to her surprise finds that he's right. Regina _is _staring.

Glaring, is more like it.

Suddenly she feels a light pressure over her jawline, like fingertips tracing her skin, and turns her head sharply to find Killian much closer than he was before. His hand is still on her face.

Emma sucks in a staggered breath and immediately veers back, or at least _tries _to. His fingers tighten around her jaw, holding her in place.

"What the _hell _are you doing?" she hisses.

"Helping you," is all he says.

"By _molesting _me?"

"Trust me, love," he mutters amusingly, so close she can feel his breath against her cheek. "You'll thank me for this later."

And he closes the distance. His lips press gently against hers, catching Emma so off guard, she doesn't even think to push him away. The thought doesn't occur to her until she can taste the rum in his breath – or maybe that's _hers_ – but by then she's curious enough by his previous words to let it go on for a tiny bit longer.

His chin is gruff against her face, lips chapped and it makes the illusion of kissing someone… else impossible to fake. But she handles it like she's handled any guy she's had to kiss in the past, and notices the differences immediately.

Right. So maybe she is a little gay.

He pulls away before Emma can dwell on it for much longer, but remains close to access her reaction with a cocky grin. "Well?"

Emma smacks her lips. "You're an awful kisser."

Thick eyebrows rise high up against his hairline, and he looks more affronted than Emma could've given him credit for. But then he dips his head back and chuckles, a deep and throaty laugh that vibrates through his chest and echoes across the bar.

"My, my, Swan. I think I like you," he commends with some admiration. "You know, I'm sensing the start of a beautiful friendship."

Emma can't help but smile in return. She reaches for her rum, hoping to get another glass in before the end of the night, only to furrow her brows when she realizes she'd never been given an explanation.

"Why exactly should I thank you for that?"

Killian leans back against the counter, relaxing into the stool as he tips a flask towards the door, a confident smile in place. "See for yourself."

Emma reluctantly glances over. The first thing she takes in is the table Regina had previously been occupying, except the only person left sitting is the man she'd walked in with as he regards the door with a sense of bafflement. The seat in front of him is empty.

And Regina?

Emma releases a breath she hadn't realized she'd been holding, dread coiling up in her gut at the startling realization.

Regina's gone.

* * *

Monday can't come any sooner.

She hadn't had the chance to do much more than shower and dress before she was rushing out the door, the anticipation running so high in her veins, she'd forgone breakfast altogether and even accepted a ride from Mary Margaret.

All because she hadn't gone a single hour without thinking of Regina that entire weekend.

Emma contemplates the idea of cornering her in her office, despite the subtle threat Regina had made about showing up purely for educational reasons. But it's the icy tone Regina had used that stops her from doing so. Instead Emma waits by the classroom door an hour earlier than scheduled in the hopes of catching Regina before class.

She never does.

Students begin piling in long before Regina ambles in through the door, and Emma has no other choice but to wait for the inevitable confrontation. Because it _is _inevitable. There's no way she's going another day without discussing what had happened with the other woman, even if it ends in the fear and rejection Emma halfway expects. At the very least she'll be getting some closure.

She needs it. She needs _this_.

She needs to know why Regina left the bar that night.

Killian is one of the last to arrive just before the quarter bell rings, resuming his seat beside Emma's in obnoxiously pompous saunter – more so than usual – and leans over. Grinning, he closes in on Emma's ear and whispers, "Lovely day for a murder, isn't it?" It isn't much of a shock this time when he leans in even closer, tucking a strand of hair behind her ear in what Emma assumes is another charade. "Perhaps you can convince your girlfriend to wait until _after _I'm gone to get out the axe, aye?"

She flushes, but ultimately shoves him away with a snort, because at least he's done with the corny innuendos. For the most part.

Emma notices Regina's eyes on her then, observing her from the front in a quiet glower that reaches Emma all the way down to her toes. She stifles the shiver than runs down her spine, the momentary guilt building in her gut for reasons she shouldn't even feel, but otherwise maintains the eye contact as Regina looks away.

"I'll be handing out last week's thesis papers. On the back you will see your final grade, as well as several comments I've taken the time to make," Regina announces, looking completely unfazed by their earlier interaction. "I advise all of you to take them into consideration, seeing as most of these were simply atrocious."

As she begins calling out names, Emma bites the inside of her cheek and takes the time to watch Regina from the corner of her eye. She's wearing a pantsuit today, consisting of a pair of slacks and a matching blazer top. It looks good on her. _Really _good.

She inhales a shaky breath, tearing her gaze away to stare down at her hands.

"Miss Swan," Regina says a minute later, placing her paper before her on the desk. Her tone is impassive, if stony judging by the hard edge Emma is almost sure she detects.

Before she can mull it over, Regina moves on to the other end of the room, and Emma warily flips the paper over to see her grade.

She sees red.

Literally, what with all the red markings scratched over a giant 'F' scribbled in the middle of the page.

And figuratively, when she can hardly control the boiling rage slithering down her spine.

"Not that I don't feel sorry for you, Swan," Killian notes thoughtfully, regarding the markings over her paper with a dramatic face. "But I'm rather relieved it isn't me we should worry about."

Emma doesn't comment on that, doesn't mention the fact that she hadn't been worrying about him in the first place. She grits her teeth tightly against the words threatening to spew if she doesn't manage to rein in her temper, but the anger settles in nonetheless.

Emma shuffles to the side and glares up ahead; more specifically at Regina, who doesn't spare her a glance for the remainder of the class period.

By the time they're free to leave, Emma is seething, her fury festering low in her belly. She barely waits until the students disperse, or notices Killian's departing wink until she's standing before Regina's desk. Her hand flies down in a fierce clap against the wooden surface, paper in hand, as she pins the older woman with a scowl.

"What is this?" Emma demands, voice trembling in a half-assed attempt to appear calm.

Red lips purse at the offending motion, but Regina doesn't reprimand her. She doesn't look at Emma at all.

"Your grade, Miss Swan. And apparently a reflection of your overall efforts in my class," she responds in practiced nonchalance. "If you wish to discuss it –"

"Oh, cut the _bullshit _already," Emma hisses, causing several heads to turn in their direction.

Regina's eyes snap up to hers, first in shock, followed by a withering glare she sends towards the students loitering by the doorway. They flee the room in a swarm of hushed whispers, leaving them both alone, and leaving Emma vulnerable to Regina's icy stare.

"That," Regina begins, her face hardening with every word, "is the _last _time you will ever raise your voice to me again."

Emma breathes in deeply, her rage dwindling to a dull throbbing between her eyes as it occurs to her what she had just said. As much as it should annoy her that Regina is essentially treating her like a child, the fact of the matter is… they aren't equals.

The thought has Emma deflating faster than a balloon.

"You and I both know I don't deserve this grade," Emma states as calmly as she can.

"Your thesis was strong. Your argument mediocre at best," Regina argues, sliding the paper across the desk in dismissal. "If you want to pitch a fit about it, then do so during _office hours_."

"_You're _the one who helped me with it," Emma counters, clenching her jaw. "_You _read it over and told me to keep it the way it is. And then you _flunk _me?"

"If you even _bothered _to read the comments I made –"

"You don't get it, do you?" Emma says. "This isn't even about the grade!"

Regina's eyes narrow in on her as she stiffly says, "Miss Swan, I'm warning you –"

"It's because I kissed you, isn't it?" Emma boldly declares, taking some satisfaction in the way Regina physically veers back as though burned. "Because _you _kissed me back and that has to mean something, but you're too scared to do anything about it."

"Don't you _dare_," Regina snarls.

"Instead you go out with some asshat to prove a point –"

"_Robin _is a perfectly respectable person," Regina interjects harshly. "And I wouldn't talk, dear, when you're out locking lips with some leather-clad imbecile who never bothers to even bathe."

Something about the way Regina effortlessly slanders Killian causes Emma's jaw to go slack in wonderment. "So you _are _jealous."

Regina simply stares at her for a long moment, lips parted and an expression of utter bafflement blanketing her face. It's better than the one of outrage she held seconds ago, but when she shakes her head, casting Emma a sidelong glance, any hopes Emma's had are quickly thwarted.

"We are done talking about this," Regina says with finality, and brushes past Emma. "A piece of advice, dear. Spare yourself the confusion. You're far better off believing this whole entanglement had been a mistake. Because that's exactly what it was."

Emma's heart plummets at Regina's words, and she watches as the older woman stalks to the door, a sense of despair washing over her and filling her lungs with acid.

Giving it one last shot, she says, "Did you ever wonder why I gave up my life as a runaway and came here?"

Emma inwardly sighs when she sees Regina pause just before the door, her hand curled around the knob. She doesn't move. She doesn't turn to look at Emma, either, but it's enough for her to keeping going.

"It's because someone told me something. That twenty years from now, you'll be more disappointed by the things you didn't do than by the ones you did," Emma continues, taking a step forward. "So throw off the bowlines, sail away from the safe harbor. Catch the trade winds in your sails."

Regina grips the doorknob tighter, but ultimately lets her hand fall back to her side. Her back stiffens with every word.

"So you want my advice?" Emma resumes. "Maybe you should care less about what other people think, and just sail away."

Emma waits with bated breath, standing so still she can practically taste the tension in the room. She feels it tickling her fingers, up the length of her arms and all the way down to the twisted knot in her gut. Across from her, Regina hasn't moved; her body is rigid, her shoulders tight with the possibility of going for the door again.

Finally, and much to Emma's relief, Regina turns slowly and faces her. Her face is scrunched in confliction, but she hasn't run away yet, which is good. And she hasn't told Emma to leave either. Better.

She almost misses the subtle step Regina takes away from the door, followed by another, and another; until they're within several feet of each other, and Emma can clearly see the indecision wavering in brown eyes.

"Mark Twain?" Regina says with a small smile.

Emma's heart is pounding frantically against her ribcage; it's a wonder it hasn't pummeled right out of her chest. She manages a nervous chuckle before nodding. "Yeah."

Another step. "Do you always try to woo people by quoting deceased celebrities?"

"Depends," Emma breathes, because they're close enough to touch now, except Emma doesn't. Not this time. Although their proximity is impossible to ignore. "Is it working?"

Seconds pass in a sort of frame where time seems to have stopped, where the air between them is cackling with the type of energy Emma has only ever seen in movies. She swallows hard, the pressure causing her throat to constrict with an audible gulp.

Regina follows the movement with her eyes, before flicking them back to Emma's face.

"I'll let you know," she says in a rasped whisper, and in an instant, takes a final step forward. She clasps Emma's face in her hands, palming her cheeks tightly, before pulling her in for a fierce kiss.

Their lips collide roughly, lacking any of the hesitancy from their previous kiss. And while Emma had anticipated it, it doesn't stop her heart from leaping to her throat, from the warmth rushing inside her like wildfire. She pulls Regina closer, her hands sliding down her back and wrapping around dark, perfectly coiffed hair. The appreciative moan she receives in return does things to Emma's body she never thought she'd feel.

Before she can wonder whether this is a good idea or not, she feels Regina push her against the side of the desk for leverage, similar to their first time. Except a thigh slips in between her legs and Emma gasps, her hands finding their way to Regina's backside and squeezing her forward, more firmly between her thighs.

"Maybe we should –" she pants softly, tilting her head as Regina's lips suck on her pulse point. At this point Emma doesn't know when she had started rocking into her, but there's a dull pressure between her legs that she should probably get rid of.

"Have I wooed you yet?" she says instead, her hot breaths ghosting over Regina's lips and chin.

Regina raises her head then, looking flushed and breathless and so fucking kissable it's ridiculous. But now isn't the time to fantasize over the many different things they could be doing. Not here, in an empty classroom where anyone could easily walk in.

But _god, _does she want to.

Regina appears to realize this, too, as she pulls away and releases a breathless chuckle. Her hands are still clinging to Emma's hips, and she appreciates the proximity all the same when Regina doesn't make a move to part ways just yet. She reaches up and brushes blond strands of hair from Emma's face, before leaning forward and pressing a tender kiss on her lips.

"Yes, dear," Regina says softly, quietly, and the grin on Emma's face widens. Her fingers snake over Emma's waist, up the exposed flesh of her neck, and then finally graze over her heated cheek. "I'm sailing."


End file.
